CITY OF HEALDSBURG CITY COUNCIL/REDEVELOPMENT …

CITY OF HEALDSBURG

CITY COUNCIL/REDEVELOPMENT SUCCESSOR AGENCY

REGULAR MEETING AGENDA

City Hall Council Chamber Meeting Date: October 15, 2018

401 Grove Street Time: 6:00 PM

Healdsburg, CA 95448 Date Posted: October 12, 2018

(707) 431-3317 .

1. CALL TO ORDER/ROLL CALL

A. Pledge of Allegiance

B. Approval of Agenda

C. Approval of Minutes

Approval of September 17, 2018 City Council Regular Meeting Minutes

Approval of October 1, 2018 City Council Special Meeting - Closed Session Minutes

2. REPORT ON CLOSED SESSION(S) – NONE.

3. ANNOUNCEMENTS/PRESENTATIONS

A. Proclamation - Domestic Violence Awareness Month

4. CITY MANAGER REPORTS

5. PUBLIC COMMENTS ON NON AGENDA ITEMS

This time is set aside to receive comments from the public regarding matters of general interest not

on the agenda but related to City Council/RSA business. Pursuant to the Brown Act, however, the

City Council cannot consider any issues or take action on any requests during this comment

period. Public comment on non-agenda items is limited to thirty (30) minutes total for all speakers,

with each speaker given no more than three (3) minutes. If there are more than ten (10)

audience/public comment speakers, the Mayor may reduce each speaker’s time from three (3)

minutes so that all speakers have an equal time to speak. At the Mayor’s discretion, the public

comment period may be extended past 30 minutes. Members from the public wishing to speak on a

Consent Agenda item should notify the Mayor during Public Comments.

6. CONSENT CALENDAR

The following items listed on the Consent Calendar are considered routine in nature or have been

previously reviewed by the Council and require little or no further discussion by the Council,

public, or applicant and action will be taken by the City Council by a single motion. A

Councilmember may request that an item be removed from the Consent Calendar and action taken

separately. Consent by a majority of the Councilmembers present will be required in order to

City Council/RSA Regular Meeting Agenda

October 15, 2018

Page 2

remove the item. In the event an item is removed, the matter will be considered immediately

following the adoption of the Consent Calendar.

A. Amend the City of Healdsburg and Corazón Healdsburg Request for Street Closure

and Consumption of Alcohol on October 28, 2018 for the Dia De Los Muertos

Celebration

By motion: (1) Amend the City of Healdsburg and Corazón Healdsburg request to

include the closure of Matheson Street for the annual Dia De Los Muertos celebration on

October 28, 2018; and (2) waive the provisions of Section 9.12.170(A) of the Healdsburg

Municipal Code that prohibits the consumption of alcohol on public streets, sidewalks,

and right-of-ways to include Matheson Street.

B. Rejection of all bids received for the Gauntlett Reservoir Roof Replacement Project

Adopt a Resolution rejecting all bids received for the Gauntlett Reservoir Roof

Replacement Project and direct staff to develop alternate repairs for the roof.

7. PUBLIC HEARINGS – NONE.

8. OLD BUSINESS

A. Fiscal Year 2018-19 City Council Goals 1st Quarter Update

Receive report on the status of the City Council fiscal year 2018-19 Goals as of

September 30, 2018.

B. Reach for Home - Resolution Amending the Agreement for Professional Services

Adopt a Resolution approving an amended agreement for professional services with

Reach for Home.

C. Accept as Complete the City Hall Additions and Alterations Project

Adopt a Resolution accepting the City Hall Additions and Alterations Project as

Complete and Authorize filing the Notice of Completion.

9. NEW BUSINESS

A. Approval of Regulatory Agreement and Related Documents - 1716 Palomino Court

Adopt a Resolution approving an Affordable Housing Regulatory Agreement between the

City and the Housing Land Trust of Sonoma County, accepting the Performance Deed of

Trust issued by the Housing Land Trust of Sonoma County, approving the conveyance of

real property at 1716 Palomino Court to the Housing Land Trust of Sonoma County and

authorizing the execution of documents.

City Council/RSA Regular Meeting Agenda

October 15, 2018

Page 3

10. COUNCIL REPORTS ON MATTERS OF INTEREST OCCURRING SINCE

PREVIOUS REGULAR MEETING/EXPENSE REIMBURSEMENT REPORTS

11. WRITTEN COMMUNICATIONS

A. Written Communication from Community Services Director Themig regarding

Parks and Recreation Commission actions taken on September 12, 2018

No action required.

12. CLOSED SESSIONS

13. ADJOURN CITY COUNCIL / RSA MEETING

14. FUTURE AGENDA ITEMS

15. AGENDA ITEMS

16. AGENDA ITEM - NO STAFF REPORT

1. Future Agenda Items for November 2018 - January 2019

SB 343 - DOCUMENTS RELATED TO OPEN SESSION AGENDAS: Any writings or

documents provided to a majority of the City Council/Redevelopment Successor Agency Board

regarding any item on this agenda after the posting of this agenda and not otherwise exempt

from disclosure, will be made available for public review in the City Clerk's Office located at

City Hall, 401 Grove Street, Healdsburg, during normal business hours. If supplemental

materials are made available to the members of the City Council/Redevelopment Successor

Agency Board at the meeting, a copy will be available for public review at the City Hall Council

Chambers, 401 Grove Street, Healdsburg, CA 95448.

These writings will be made available in appropriate alternative formats upon request by a

person with a disability, as required by the Americans with Disabilities Act.

DISABLED ACCOMMODATIONS: The City of Healdsburg will make reasonable

accommodations for persons having special needs due to disabilities. Please contact Stephanie

Williams, City Clerk, at Healdsburg City Hall, 401 Grove Street, Healdsburg, California, 431-

3317, at least 72 hours prior to the meeting, to ensure the necessary accommodations are made.

CITY OF HEALDSBURG

CITY COUNCIL/REDEVELOPMENT SUCCESSOR AGENCY

REGULAR MEETING MINUTES

September 17, 2018

City Hall Council Chamber

401 Grove Street, Healdsburg

.

CALL TO ORDER/ROLL CALL

Mayor/Chairperson Mansell call to order the concurrent meeting of the City Council and

Redevelopment Successor Agency of the City of Healdsburg at 6:00 P.M. with the following

Councilmembers present:

Present: Council Members/: Gold, Hagele, McCaffery, Naujokas and Mayor Mansell

Board Members

Absent: Council Members/: None

Board Members

APPROVAL OF AGENDA

On a motion by Councilmember McCaffery, seconded by Councilmember Naujokas, approved

the September 17, 2018, City Council/Redevelopment Successor Agency meeting agenda as

submitted. The motion carried on a unanimous voice vote. (Ayes 5, Noes 0, Absent –None)

PROCLAMATION PROCLAIMING CREEK WEEK

Vice Mayor Hagele, with Council concurrence, issued a proclamation recognizing September

17-24, 2018 as Creek Week in the City of Healdsburg. Director Zimmer received the

proclamation.

Council Member Gold, with Council concurrence, issued a proclamation recognizing September

15-17, 2018 as Hispanic Heritage Month. Corazon Healdsburg board members received the

proclamation.

CITY MANAGER’S REPORTS

City Manager Mickaelian reported that Community Conversations would take place in the plaza

at 5:30 p.m. on September 20; Coffee with the City would be at the SHED on September 26, at

8:30 a.m., and that there was a significant participation in the Youth soccer program, surpassing

over 400 children participating.

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City Council/RSA Regular Meeting Minutes

September 17, 2018

Page 2

PUBLIC COMMENTS ON NON-AGENDA ITEMS

Dave Anderson, retired physician, first thanked the Council for raising the purchase age for

tobacco to 21. He then stated that his goal was to reduce the opioid problem in the community

and shared some facts; three local doctors who are friends of his have lost their sons to the opioid

problem, there were 72,000 deaths from opioids in 2017 and that a high percentage of people

obtained the opioids from their own home medicine cabinets. He then outlined on how to

dispose of old medicines at the Police Department and Alliance. He announced that a free movie

on the opioid crisis will be shown at the Raven Theater on October 3, and then handed out

information to the Council.

Mark McMullen spoke on a component of the burgeoning arts in Healdsburg initiative, A

Percentage for Art program, which cities and counties across the United States have adopted

ordinances to support the program. He felt the City of Healdsburg should be working on

developing and adopting these ordinances as quickly as possible and encouraged architects to

incorporate public art spaces into their projects.

CONSENT CALENDAR

Mayor Mansell stated she would be recusing herself from voting on Consent Calendar E because

she resides on Pordon Lane and left the Council Chamber during the vote on the item.

On a motion by Councilmember Gold, seconded by Vice Mayor Hagele, approved the Consent

Calendar as follows:

A. LAND USE CODE AMENDMENT (LUA 2018-02) - STANDARDS REGULATING

THE RETAIL SALE OF FIREARMS

Adopted upon second reading, by title only and waive the reading of the text, Ordinance

No. 1179 entitled, “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

HEALDSBURG: (1) AMENDING CODE SECTION 20.08.145 (PERMITTED AND

CONDITIONALLY-PERMITTED USES IN PR, CD AND CS DISTRICTS), SECTION

20.08.155 (PERMITTED AND CONDITIONALLY-PERMITTED USES IN MU

DISTRICT), SECTION 20.08.195 (PERMITTED AND CONDITIONALLY-

PERMITTED USES IN THE I DISTRICT), SECTION 20.28.310 (DEFINITIONS); (2)

ADDING SECTION 20.20.105 (FIREARM SALES), TO ADOPT STANDARDS

REGULATING THE RETAIL SALE OF FIREARMS; (3) ADDING SECTION

9.16.050 (LICENSING AUTHORITY) TO CODIFY THE ISSUANCE OF FIREARMS

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September 17, 2018

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DEALER PERMIT; AND (4) APPROVING A RELATED CEQA EXEMPTION FOR

THE MUNICIPAL CODE AMENDMENTS.” (Ayes 5, Noes 0, Absent – None)

B. RECEIVE THE MONTHLY INVESTMENT REPORT FOR MAY 2018

By motion, approved the monthly Treasurer’s Investment Report for May 2018. (Ayes 5,

Noes 0, Absent – None)

C. RECEIVE THE MONTHLY INVESTMENT REPORT FOR JUNE 2018

By motion, approved the monthly Treasurer’s Investment Report for June 2018. (Ayes 5,

Noes 0, Absent – None)

D. SCENA PERFORMANCE'S REQUEST FOR STREET CLOSURES OF NORTH

AND CENTER STREET FOR THE HEALDSBURG TURKEY TROT ON

NOVEMBER 22, 2018

By motion, approved Scena Performance's request to close North Street and Center Street

for the annual Healdsburg Turkey Trot on November 22, 2018. (Ayes 5, Noes 0, Absent

– None)

E. RESOLUTION ACCEPTING AS COMPLETE THE CONSTRUCTION OF THE

PORDON LANE / TAYMAN PARK DRAINAGE IMPROVEMENTS PROJECT;

AND AUTHORIZING FILING OF A NOTICE OF COMPLETION

This item was removed from the Consent Calendar for discussion.

F. RESOLUTION OPPOSING PROPOSITION 6

Adopted Resolution No. 77-2018 entitled: “A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF HEALDSBURG OPPOSING PROPOSITION SIX ON THE

NOVEMBER 2018 BALLOT AND BECOMING A MEMBER OF THE NO ON

PROPOSITION SIX COALITION.” (Ayes 5, Noes 0, Absent – None)

The motion to approve the revised Consent Calendar carried by a unanimous roll call vote. (Ayes

5, Noes 0, Absent – None)

RESOLUTION ACCEPTING AS COMPLETE THE CONSTRUCTION OF THE

PORDON LANE / TAYMAN PARK DRAINAGE IMPROVEMENTS PROJECT; AND

AUTHORIZING FILING OF A NOTICE OF COMPLETION

Mayor Mansell left the Chamber at this time.

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September 17, 2018

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Public Comments

Ken Buchignani spoke on his concern that the project was deemed completed before the rainy

season, without the City making sure the improvements work.

Director Zimmer responded that legally when a contract is finished and there is no more work to

be done, the City must accept the project as complete, however, the vendor can be brought back,

at their cost, to make repairs.

On a motion by Council Member McCaffery, seconded by Councilmember Naujokas, adopted

Resolution No. 77-2018 entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF HEALDSBURG ACCEPTING THE PORDON LANE / TAYMAN PARK DRAINAGE

IMPROVEMENTS PROJECT AS COMPLETE AND AUTHORIZING STAFF TO FILE A

NOTICE OF COMPLETION WITH THE COUNTY RECORDER'S OFFICE.” The motion

carried on a roll call vote, with Mayor Mansell abstaining. (Ayes 4, Noes 0, Abstain Mansell)

PUBLIC HEARINGS

None.

OLD BUSINESS

None.

NEW BUSINESS - AUTHORIZED POSITIONS LISTING UPDATE

Administrative Services Manager Ippoliti stated before Council tonight were three resolutions: 1)

amending the fiscal year 2018-19 budget for staffing changes; 2) amending the fiscal year 2019-

20 budget for staffing changes; and 3) rescinding Resolution No. 50-2018 and reestablishing the

Authorized Positions Listing. Administrative Services Manager Ippoliti stated that the biennial

budget adopted by Council at its June 4, 2018, meeting eliminated the position of Deputy City

Clerk from the authorized positions; the City cannot hire any full-time positions that are not on

the list; and that the biennial budget established the electronic records policy and related software

implementation. The change tonight would add the Deputy City Clerk back into the Authorized

Positions Listing. Administrative Services Director Ippoliti outlined the primary responsibilities

of the Deputy City Clerk and the fiscal impact to the budget.

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September 17, 2018

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In response to Vice Mayor Hagele’s question on why this was not addressed during the biennial

budget adopted in June, City Manager Mickaelian responded that the City was going through the

recruitment process for the City Clerk position and the resources needed for the City Clerk and

City Manager’s Office would not be known until the new City Clerk was hired.

On a motion by Council Member McCaffery, seconded by Councilmember Gold, adopted

Resolution No. 81-2018 entitled: “A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF HEALDSBURG RESCINDING RESOLUTION NO. 50-2018 AND REESTABLISHING

THE LIST OF AUTHORIZED POSITIONS.” The motion carried on a unanimous roll call vote.

(Ayes 5, Noes 0, Absent – None)

COUNCIL REPORTS ON MATTERS OF INTEREST OCCURRING SINCE PREVIOUS

REGULAR MEETING/EXPENSE REIMBURSEMENT REPORTS

Council Member Gold reported she attended a meeting with Senator McGuire and Supervisor

Hopkins and the topic of discussion was the effect of the increasing trend of second home

ownership in the area. She asked whether the Council would like to put on a future Council

agenda a topic for discussion regarding the situation of homes sitting empty in Healdsburg.

Council Member Naujokas reported he attended the League of California Cities annual

conference and one of the pieces of information he found interesting and would be sharing with

the Council is the strategies used by cities on how you count a unit to address density issues. He

appreciated the camaraderie and meeting other Council Members in Sonoma County.

Vice Mayor Hagele reported he attended the NCRA meeting in Eureka and that the Senate and

Assembly both passed SB 1029, which is waiting for the governor’s signature and would

basically dissolve the NCRA.

Mayor Mansell reported she attended the Sonoma County Transportation Authority (SCTA)

meeting, she attended a press conference at the County EOC to discuss the emergency

notification system and shared there was discussion with the FCC on what is happening with cell

phone notification and that the city continues to stay aware we need a clear notification system.

WRITTEN COMMUNICATIONS

The City Council received the report on the actions taken by the Parks and Recreation

commission at its August 29, 2018, meeting.

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September 17, 2018

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The City Council received the report from Corazón Healdsburg.

CLOSED SESSIONS

None.

ADJOURNMENT

There being no further City Council business to discuss, the meeting adjourned at approximately

8:16 p.m.

APPROVED: ATTEST:

__________________________________ ___________________________________

Brigette A. Mansell, Mayor Stephanie A. Williams, City Clerk

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CITY OF HEALDSBURG

CITYCOUNCIL

SPECIAL MEETING MINUTES

October 1, 2018

City Hall Council Chamber

401 Grove Street, Healdsburg

CALL TO ORDER/ROLL CALL

Mayor Mansell called to order the special meeting of the City Council of the City of Healdsburg

at 5:00 P.M., noting that the following Councilmembers were present/absent:

Present: Councilmembers: Gold, Hagele, McCaffery, Naujokas and Mayor Mansell

Absent: None

PUBLIC COMMENT

None.

CLOSED SESSION

A. Conference with Real Property Negotiators: Pursuant to California Government Code

Section 54956.8

Property: 331 Healdsburg Ave., APN 002-182-034-000

Agency Negotiator: City Manager David Mickaelian, Assistant City Manager Joe Irvin

Negotiating Party: Tom Lewis

Under Negotiation: Price and terms of payment

No action was taken during or following the closed session, only direction was given to staff.

ADJOURNMENT

There being no further business to discuss, the special meeting was adjourned at 5:50 p.m.

__________________________________ ___________________________________


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CITY OF HEALDSBURG

CITY COUNCIL AGENDA STAFF REPORT

MEETING DATE: October 15, 2018

SUBJECT: Amend the City of Healdsburg and Corazón Healdsburg Request for Street

Closure and Consumption of Alcohol on October 28, 2018 for the Dia De

Los Muertos Celebration

PREPARED BY: Dave Jahns, Recreation Manager

STRATEGIC INITIATIVE(S):

Quality of Life

Infrastructure & Facilities

RECOMMENDED ACTION(S):

By motion: (1) Amend the City of Healdsburg and Corazón Healdsburg request to include the

closure of Matheson Street for the annual Dia De Los Muertos celebration on October 28, 2018;

and (2) waive the provisions of Section 9.12.170(A) of the Healdsburg Municipal Code that

prohibits the consumption of alcohol on public streets, sidewalks, and right-of-ways to include

Matheson Street.

BACKGROUND:

On August 20, 2018 City Council approved a request from the City and Corazón Healdsburg to

close Plaza Street and Center Street and allow for the consumption of alcohol within Plaza Park,

Plaza and Center Streets on October 28, 2018.

The City and Corazón Healdsburg are requesting to amend the approved request to include the

addition of Matheson Street (Healdsburg Ave to Center Street). City staff in the Police, Fire, and

Public Works Departments have reviewed and approved the additional street closure request.

City Council approval is needed for the additional street closure and consumption of alcohol on

Matheson Street.

DISCUSSION/ANALYSIS:

City Council is asked to make two amendments to approved actions related to the Dia de los

Muertos festival planned for Sunday, October 28, 2018:

1. Allow the closure of Matheson Street, in addition to the closure of Plaza and Center Street,

for the Dia De Los Muertos Celebration on October 28, 2018.

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Since City Council was approved the original street closure request on August 20, event

organizers have met several times and concluded that adding an additional street block to

the event footprint would create better pedestrian circulation, allow more visibility of

performances, and provide for an overall enhanced experience for event attendees. Last

year’s attendance exceeded 2,000 people and this year’s event is expected to match or

increase that mark. The additional closure has been coordinated with City staff in the Fire,

Police, and Public Works Departments to insure there are appropriate traffic engineering

and emergency vehicle access routes in place.

All merchants adjacent to the event have been notified in writing of the proposed road

closure and provided with event details and contact information.

2. Allow the consumption of alcohol on Matheson Street, in addition to Plaza and Center Street,

from 12:00 p.m. – 7:00 p.m. during the event.

Municipal Code Section 9.12.170(A) prohibits the consumption of alcohol on public streets,

sidewalks, and right-of-ways. City Council must grant additional authorization to waive

such provisions for Matheson Street. The street would be delineated as an extension of the

approved event space. City staff and private security will monitor the perimeter to insure

alcohol does not leave the event area. Event organizers will meet all requirements of the

Healdsburg Police, Fire, Public Works and Community Services Departments and the

California Department of Alcoholic Beverage Control

ALTERNATIVES:

1. Deny amended street closure request. Event coordinators would only be able to utilize the

approved event footprint of Plaza Park, Plaza Street, and Center Street.

2. Deny amended alcohol request. Alcohol consumption would be restricted to Plaza Park,

Plaza Street, and Center Street.

FISCAL IMPACT:

The proposed action has no fiscal impact; staffing and associated event costs will be funded from

the approved Community Services Fund budget. Corazón Healdsburg will provide additional

funding and volunteers for the event.

ENVIRONMENTAL ANALYSIS:

The project is categorically exempt pursuant to California Environmental Quality Act (“CEQA”)

Guidelines Sections 15304 Class 4(e) Minor Alterations to Land, and 15061(b), based on

findings contained in the CEQA Guidelines that the project is “A minor temporary use of land

having negligible or permanent effects on the environment including carnivals, sales of

Christmas trees, etc.”

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CITY OF HEALDSBURG



SUBJECT: Rejection of all bids received for the Gauntlett Reservoir Roof

Replacement Project

PREPARED BY: Patrick Fuss, Water/Wastewater Engineer




Adopt a Resolution rejecting all bids received for the Gauntlett Reservoir Roof Replacement

Project and direct staff to develop alternate repairs for the roof.

BACKGROUND:

The Gauntlett Reservoir receives water from the Gauntlett well field before being treated at the

City’s Water Filtration Plant. The Gauntlett Reservoir is necessary because it allows silt and

heavy debris to settle out of the raw water that could otherwise foul the membrane filters. The

Gauntlett Reservoir is also covered to prevent foreign objects from entering the reservoir, as well

as to keep out sunlight thereby discouraging algal growth.

The roof of the Gauntlett reservoir is constructed of corrugated metal panels over timber trusses.

The corrugated metal panels are approximately 61 years old and have become loose and

deteriorated. The timber trusses’ members have broken, and dry rot has formed on many of the

trusses.

The City engaged TJC and Associates to assess the condition of the roof, develop and analyze

alternatives to restore the roof to new condition, and design the roof replacement project for the

Gauntlett Reservoir for bidding and construction. The roof replacement project included

replacing the timber roof structure with a metal truss structure, replacing the corrugated metal

panel roofing with standing seam metal roofing and replacing the interior lining of the reservoir.

The engineer’s estimate for the Gauntlett Roof Replacement Project was $700,000 at the

conclusion of the preliminary design. This estimate plus a contingency was used to establish the

City’s CIP budget for this project at $850,000. The engineer’s estimate at the conclusion of final

design was $960,000. The increase in estimated costs for the project between preliminary and

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final design was attributed to increased pricing from liner suppliers and change in roof structure

foundation. During preliminary design the existing concrete was presumed adequate to support

the new roof. However, the existing foundation structure was determined to be insufficient for

the roof loadings under current building code requirements; a new foundation was required.


The City advertised the Gauntlett Roof Replacement Project, Project PWW906, commencing

August 9, 2018, with bids being opened on September 11, 2018. At the bid opening, two bids

were received: R & C Construction with a bid of $1,178,000 and Pacific Infrastructure

Corporation with a bid of $1,931,000. Both bids were complete and without irregularity.

Staff reviewed the bids with the design consultant. The larger-than-expected bid pricing can be

attributable to either or both of the following reasons:

1. Bid Climate. Current bid climate is such that contractors are having no difficulty securing

projects and are not as motivated to provide a bid that is as low as possible.

2. Concrete unit costs were approximately 2 to 3 times the expected unit costs. This could be a

case of contractor increasing costs to address the limited accessibility of the site, which was not

considered to be an issue during design.

Staff has investigated adjustments to the design that would reduce the amount of concrete

required, such as placement of the roof on piers. While the pier concept would reduce the

concrete, the concept does not appear to have the structural capacity to resist uplift loads of the

roof. Staff also investigated implementing a pre-engineered structure concept. The long spans of

the Gauntlett Reservoir appear to be incompatible with the pre-engineered systems’ modular

design.

Staff believes that the existing roof could be repaired to make it serviceable if not replaced. The

repairs would include removal of the corrugated metal roofing panels, repair / replacement of the

damaged members of the roof trusses, installation of new sheathing and roofing materials.

Additional inspection will be required to define the roof repair project for estimating and

bidding. The foundation, reservoir liner and miscellaneous electrical improvements would

remain in their current conditions. Staff thus recommends abandoning this project so that staff

may perform repairs, rather than proceeding with the project that was originally bid.

ALTERNATIVES:

City Council could direct staff to proceed with a roof replacement project as designed and award

the project to the apparent low bidder. This would require redistribution of CIP budget and

potentially delaying or eliminating other projects that the City needs. Staff does not recommend

this alternative because the other projects are also necessary of the City to provide water to the

rate payers.

FISCAL IMPACT:

The cost associated with the recommended action only requires staff time. These costs are

expected to be insignificant and within existing approved budgets.

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Pursuant to California Environmental Quality Act and Title 14, the California Code of

Regulations (“CEQA Guidelines”), Section 15378(b) (2), continued administrative actions do not

qualify as a “Project”. Therefore, no further CEQA or environmental review is required.

ATTACHMENT(S):

Resolution

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CITY OF HEALDSBURG

RESOLUTION NO. _________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

HEALDSBURG REJECTING ALL BIDS RECEIVED FOR THE

GAUNTLETT ROOF REPLACEMENT PROJECT AND

DIRECTING STAFF TO DEVELOP ALTERNATE REPAIRS

FOR THE ROOF

WHEREAS, the roof of the Gauntlett Reservoir is necessary to keep debris and sunlight

from the raw-water stored within it; and

WHEREAS, the roofing material and support structure were found to be in need of

replacement; and

WHEREAS, a project was designed to replace the Gauntlett Reservoir timber framed

roof structure and corrugated metal roofing with a steel truss structure with standing seam metal

roofing; and

WHEREAS, on August 9 and August 30, 2018, the City advertised the project for

construction; and

WHEREAS, on September 11, 2018, bids were received from R & C Construction Inc.

and Pacific Infrastructure Corporation; and

WHEREAS, the bids received exceeded the CIP budget by $328,000 and $1,081,000,

respectively; and

WHEREAS, CIP funds have been previously allocated to other CIP projects to address

other necessary issues in the City’s infrastructure leaving unallocated amounts insufficient to

address the difference between budget and bid amounts; and

WHEREAS, City staff feel that other alternatives to a “like-for-like” or similar

replacement of the roof can be developed; and

WHEREAS, the Public Contracting Code of the State of California allows for the

rejection of all bids and abandonment of the project; and

WHEREAS, pursuant to California Environmental Quality Act and Title 14, the

California Code of Regulations (“CEQA Guidelines”), Section 15378(b)(2), continued

administrative actions do not qualify as a “Project”. Therefore, no further CEQA or

environmental review is required.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of

Healdsburg does hereby;

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Resolution No. ___-2018

Page 2

1. Find that pursuant to California Environmental Quality Act and Title 14, the California

Code of Regulations (“CEQA Guidelines”), Section 15378(b)(2), continued

administrative actions do not qualify as a “Project”. Therefore, no further CEQA or


2. Reject all bids received and abandon the project so that staff may perform in-house

repairs instead.

3. Direct staff to develop repairs to the roofing and support structure rather than

replacement.

PASSED, APPROVED, AND ADOPTED this 15th day of October 2018 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAINING: Councilmembers:

SO ORDERED: ATTEST:

_________________________ _________________________

Brigette Mansell, Mayor Stephanie Williams, City Clerk

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CITY OF HEALDSBURG



SUBJECT: Fiscal Year 2018-19 City Council Goals 1st Quarter Update

PREPARED BY: Raina Allan, Deputy City Clerk


Quality of Life

Economic Diversity & Innovation

Effective & Efficient Government

Fiscal Responsibility



Receive report on the status of the City Council fiscal year 2018-19 Goals as of September 30,

2018.

BACKGROUND:

The Council adopted the City of Healdsburg’s strategic plan, Pathway to Sustainability, on July

21, 2013. At the time the Strategic Plan was adopted it was determined that Council would

evaluate their annual goals in conjunction with the fiscal year to better match resources with

Council priorities.

On June 4, 2018, the Council, by motion adopted the fiscal year 2018-19 Council Goals.


Attached is the first quarter update on the fiscal year 2018-19 City Council goals as of September

30, 2018.

ALTERNATIVES:

The City Council may add, delete or modify proposed action items.

FISCAL IMPACT:

There is no fiscal impact related to the proposed action.


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Pursuant to Title 14, the California Code of Regulations, Section 15378(b)(5) of the California

Environmental Quality Act (“CEQA”) guidelines, the proposed action is an administrative

activity of the City that will not result in direct or indirect physical changes to the environment.

ATTACHMENT(S):

2018-19 Quarter One Update

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2018/19 CITY COUNCIL GOALS

Adopted June 4, 2018 – Updated as of September 30, 2018

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Table of Contents

COMMUNITY DEVELOPMENT ..........................................................4

PROJECTED OUTCOMES FOR FY2018-19 ....................................................... 4

COMMUNITY HOUSING.................................................................... 5

PROJECTED OUTCOMES FOR FY2018-19 .................................................... 5-6

COMMUNITY SERVICES ................................................................... 7


CONNECTIVITY/TRANSPORTATION ................................................ 8


FISCAL RESPONSIBILITY ................................................................ 9


INFRASTRUCTURE / CITY FACILITIES .............................................. 10

PROJECTED OUTCOMES FOR FY2018-19 ..................................................... 10

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FY 2018/119 City Council Goals

Community Development

Community Housing

Community Services

Connectivity / Transportation


Infrastructure / City Facilities

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FY 2018-19 Goals

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Community Development To enhance the quality of life of residents and business owners and align development with our community values, draft and implement planning and Land Use policies that address development of hotels and their impacts on workforce housing, parking and retail space availability.

Projected Outcomes for FY 2018-19 Ø Hold a special meeting to obtain public input and discuss the options identified by

staff to regulate development of hotels Ø Adopt land use policies that address the impacts of hotel development

Initiate the process to prepare a South Entry Plan for the Old Redwood Highway Study Area that includes a workforce housing component; a circulation plan of the industrial zone, mixed use and public land located south of Memorial Bridge; and desired zoning designations. Any plan that is implemented will need to address Land Use and Business Ordinances to balance quality of life and encourage development that more closely aligns with our community values.

Projected Outcomes for FY 2018-19 Ø Host a community work session to obtain public input on the South Entry Plan Ø Explore the formation of an assessment district to fund the infrastructure needed

for future development of the area that includes the desired housing, commercial and industrial development that furthers quality of life and is compatible with our community values

Strategic Initiatives SI 01, SI 02, SI 03, SI 04 & SI 05: Quality of Life Economic Diversity & Innovation Effective & Efficient Government Fiscal Responsibility Infrastructure & Facilities

Quarter 1 Update: · Planning staff participated in discussions with the City Council on February 20th and

August 20th, 2018 regarding potential methods to regulate hotels downtown. · Staff is in the process of drafting an ordinance to regulate hotels, which will be taken to

the Planning Commission in the coming months. · In the Spring of 2019, staff proposes to share more information with the City Council on

what the benefits of implementing a South Entry Plan are to the community and the associated costs to implement a South Entry Plan.

· Staff has begun to evaluate Community Facility Districts (CFD), which is a levy and a collection of a special tax for authorized public improvements and/or public services.

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Community Housing Explore opportunities that allow for the development of rental and workforce housing. With Council consensus, this may be accomplished by developing language for a Growth Management Ordinance Amendment to be placed on the November 2018 ballot.

Projected Outcomes for FY 2018-19 Ø Place a Growth Management Ordinance amendment on the November ballot Ø Work with the Community Housing Committee to identify and evaluate other

incentives to encourage the development of workforce housing and ADUs Adopt Land Use Code regulations that require a workforce/affordable housing component as part of any new hotel development. In addition, explore/develop opportunities which allow the City to develop the desired housing types and supplement funding for affordable housing, to increase access to housing for residents and local workers.

Projected Outcomes for FY 2018-19 Ø Determine the feasibility of adopting an ordinance that establishes an inclusionary

affordable/workforce housing requirement on all new hotel development as well as expansions

Ø Determine the feasibility of adopting an ordinance that establishes an in lieu inclusionary housing fee specific to overnight lodging establishments

Work with regional partners to develop a strategic plan to better address homelessness. Any plan would include our current local partners, the County and neighboring cities. The strategic plan will include action items that can be implemented by the City and its regional partners.

Projected Outcomes for FY 2018-19 Ø Create a regional strategic plan to address homelessness in Healdsburg and the

surrounding area Ø Identify partnerships with neighboring cities and non-profits to address

homelessness Ø Begin implementation of the plan and provide quarterly reports on the progress to

the City Council Implement policies to improve overall community health and limit the effects of second hand smoke.

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Projected Outcomes for FY 2018-19 Ø Update the City’s smoking policies to improve community health Ø Explore the feasibility of adopting smoking regulations in multi-family housing

units

Strategic Initiatives 01 & 03: Quality of Life Effective & Efficient Government Quarter 1 Update:

· On August 10th the City Council took action to place Measure P, which would amend the current Growth Management Ordinance, on the November 6th ballot.

· On September 17, 2018, the City Council held a joint work session with the Community Housing Committee to evaluate other incentives to encourage the development of workforce housing.

· Staff is in the process of determining the feasibility of adopting an ordinance that establishes an inclusionary affordable/workforce housing requirement on all new hotel development as well as expansions.

· Staff is communicating with regional human service providers and is initially looking to bring forth a Resolution addressing a local preference policy to City Council.

· Staff is in process of identifying partnerships with neighboring cities and non-profits to address homelessness.

· Staff is in the process of working with Sonoma County’s Public Health Division’s Tobacco Prevention Team.

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Community Services Embark on a community based arts and culture plan that would gather widespread input about the role of arts and culture in the life of the community, assess the socio economic impact of the arts, provide data on how the City compares to other cities in terms of supporting the arts, explore opportunities for collaboration among organizations and businesses, and identify ways to foster and enhance the arts. Use the information gathered to enhance the City’s participation in expanding art in the City.

Projected Outcomes for FY 2018-19 Ø Prepare a community based arts and culture plan that includes community

workshops to gather widespread input on the desired arts and culture activities/programs

Ø Work with local organizations and business to explore opportunities to foster and enhance the arts

Ø Explore funding options to encourage artistic and cultural activities in the City and support community art

Explore/develop opportunities to enhance river access and increase connectivity between City parks, the river and open spaces. Assess opportunities to enhance/increase access to bathrooms and improve City parks and open spaces.

Projected Outcomes for FY 2018-19 Ø Begin the process to develop a Park Master Plan at Badger Park that will focus on

enhancing bathroom facilities, river access, connectivity, and other recreational opportunities that meet the community’s needs

Ø Explore and formulate a plan to renovate and where appropriate add public restroom facilities in city parks

Ø Explore opportunities to develop pedestrian connectivity between city parks, open space properties and the river

Strategic Initiatives SI 01 & SI 05: Quality of Life Infrastructure & Facilities Quarter 1 Update:

· A Request For Proposals (RFP) for professional services to develop a community-based arts and culture plan expected to be released in November. Anticipate award of a contract in January.

· City solicited proposals for a planning process to develop a Park Master Plan as part of Facilities Assessment. Planning process was subsequently expanded to include

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Montage Park. City will be issuing a new Request For Qualifications in September for planning services with anticipated award of contract by City Council in November. Work anticipated to begin in January.

· City Council awarded an Facilities Assessment project to Kitchell on September 4. Contract is being executed. Work anticipated to begin in October. Results will inform and help prioritize projects as part of CIP.

· RFP for professional services to develop pedestrian connectivity between city parks, open space and the river; is expected to be released in November. Anticipate award of a contract in January.

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Connectivity / Transportation Develop and implement policies that increase non-vehicular modes of transportation that enhances the City’s ability to secure grant funding, to increase bike and pedestrian access

Projected Outcomes for FY 2018-19 Ø Explore alternative funding sources for non-vehicular transportation solutions Ø Review and, if needed, amend the bike and pedestrian plan Ø Implement a transportation program for older adults Ø Explore the feasibility of closing Plaza Street between Healdsburg Avenue and

Center Street to vehicular traffic to enhance walkability downtown Strategic Initiatives SI 01, SI 03 & SI 05: Quality of Life Effective & Efficient Government Infrastructure & Facilities Quarter 1 Update:

· Staff continues to seek out alternative funding sources for non-vehicular transportation solutions.

· Staff has reviewed the Bike and Pedestrian Plan. Focus will be on implementation of incomplete items.

· City and Sonoma County Transit launched fare free Route 67 “Healdsburg Shuttle” in July. City actively promoting Healdsburg Shuttle through signage on busses, having busses at events, social media, etc. July ridership on Healdsburg Shuttle report shows that adult ridership (age 18-60) has increased 34% in month-to-month monitoring, senior/disabled riders (age 60+) by 38%, and youth (age 5-17) by 103%. City conducted Learn-2-Ride event on Healdsburg Shuttle on September 18. Completed recruitment and selection process for volunteer program coordinator who will oversee volunteer driver program in September.

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Fiscal Responsibility Adopt a sound financial strategy that addresses the City’s short and long-term pension costs.

Projected Outcomes for FY 2018-19 Ø Realign the City’s funding policy to fund the short and long-term costs of the

unfunded pension liability and future increases in pension costs.

Begin planning for the sunset of Measure V.

Projected Outcomes for FY 2018-19 Ø Establish a funding policy for the public safety positions currently funded by

Measure V funds. Ø Prepare a report card on the expenditures of Measure V funds in the event

there is Council consensus to pursue the extension and/or elimination of the Measure V sunset in 2020.

Strategic Initiatives SI 01, SI 03 & SI 04: Quality of Life Effective & Efficient Government Fiscal Responsibility Quarter 1 Update:

· John Bartel from Bartel and Associates will provide an update on pensions in January 2019.

· The Measure V report card has been developed. Printing and mailing will occur in October.

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Infrastructure / City Facilities Ensure significant capital improvement projects are completed efficiently and effectively to improve circulation and quality of life of our residents.

Projected Outcomes for FY 2018-19 Ø Complete and/or make significant progress on the following projects:

o Dry Creek interchange project o Roundabout o City Hall Rehabilitation/Addition project o Healdsburg Avenue utility undergrounding o North Healdsburg Avenue plan o Complete planning process and go out to bid on floating solar project

Strategic Initiatives SI 01, SI 02, SI 04 & SI 05: Quality of Life Economic Diversity & Innovation Fiscal Responsibility Infrastructure & Facilities Quarter One Update:

· Interim Dry Creek project going to bid this winter and is expected to greatly improve conditions.

· Long term Dry Creek project- will hire consultant to develop scope, estimate, and schedule.

· The City Hall project is complete. · The North Healdsburg Avenue plan start, was suspended until completion of the SDAT

process and NEAP. · In conjunction with the NCPA’s consultant, the City has completed the initial feasibility

study for the floating solar project and has moved to the more detail studies and development of the Request for Proposals (RFP) for prospective solar developers. At this point the project continues to appear viable and beneficial for the City’s Wastewater Department. The RFP is expected to be complete and released in January of 2019.

· The City’s contractor, in coordination with City Electric Crews, has completed the installation of underground conduits and boxes throughout the roundabout area and along Mill Street east and west of the roundabout. In these areas, the City has relocated its overhead aerial facilities underground as well as has AT&T and Comcast. Due to concerns about the final alignment and layout of Replay’s Mill District project, work continuing down Healdsburg Ave has been delayed awaiting a final decision on the alignment. We anticipate work to continue in November of this year and be complete with the undergrounding portion of the work by early summer. Once the installation of conduits and boxes is complete each of the participating utilities will

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relocated their aerial facilities underground. This project will provide a significant aesthetic improvement to one of the main gateways to Healdsburg.

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CITY OF HEALDSBURG



SUBJECT: Reach for Home - Resolution Amending the Agreement for Professional

Services

PREPARED BY: Joe Irvin, Assistant City Manager


Quality of Life



Adopt a Resolution approving an amended agreement for professional services with Reach for

Home.

BACKGROUND:

The City entered into the current agreement with Reach for Home in July of 2018. The

agreement is current and valid until June 30, 2021. Reach for Home’s scope includes the

management of the Victory Apartments, a seven-unit studio apartment complex located at 306

East Street and a four-unit two-bedroom apartment complex located at 308 East Street.

Additionally, Reach for Home provides case management services, temporary emergency

sheltering services, and relocation assistance for Healdsburg families impacted by rent increases

or construction.


Housing First is a federal law that requires agencies who are providing housing for the most

vulnerable individuals in their community to reduce or eliminate barriers to obtaining housing.

This law is effective July 2019. Reach for Home is prepared to meet the federal deadline by

offering housing first in all its programs that they manage on behalf of the City. The current

contract with the City addresses the items above and in summary helps with family transitional

housing needs. Over the next year, Reach for Home will be converting the Victory Apartments

into Emergency Shelter, Permanent Supportive and Rapid Rehousing units in conformance with

the contracts scope of services. Additional funding Reach for Home receives for their services

comes from multiple sources including Sonoma County Community Development Commission

(CDC). The CDC contract requires that all homeless service agencies in the county be part of the

Coordinated Entry System, which helps to screen for the most vulnerable individuals. Reach for

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Home is expected to fill vacancies in our housing/homelessness programs by using the

Coordinated Entry System.

Reach for Home has been working with clients locally in Healdsburg for the past two years.

Their Outreach Coordinator continues to work hard to build trust with the local population and

has created a wait list with the hopes of placing these individuals within Reach for Home's

housing programs. Unfortunately, Reach for Home is not able to choose who will be placed in

the housing units because clients must be drawn from the Coordinated Entry System wait list. A

possible path forward for Reach for Home to place local homeless clients from their wait list into

the Victory Apartments is to verify that clients live or work in Healdsburg and to amend the

professional services agreement to grant:

First priority to clients who live or work in Healdsburg. If there are no clients who meet

the criterion to verify that they live or work in Healdsburg, second priority should be given to

clients who live or work in northern Sonoma County, specifically in Windsor, Geyserville or

Cloverdale.

The City would like to require specific criteria for the verification of work or residency, which

may be shown by any one of the following, but not limited to: valid driver’s license or

identification card from the state; employment authorization document (Card) that contains a

photograph; state benefits card; telephone bill (land line only); cable or internet bill; gas bill;

electric bill; garbage bill; water bill; paystub; public benefits record (e.g. SSI/SSP, MediCal, GA,

Unemployment Insurance, Cal Fresh); or school records.

The proposed amendment to the professional services agreement helps to make it possible for

Reach for Home to place local clients in local units while not violating their contract they have

with the Sonoma County for Coordinated Entry as described above.

FISCAL IMPACT:

There is no fiscal impact associated with the proposed amendment.


The proposed amendment to the agreement is not considered a project per CEQA Guidelines

15378 since it will not result in any indirect or direct change to the environment; therefore, no


ATTACHMENT(S):

Resolution

Exhibit A

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CITY OF HEALDSBURG

RESOLUTION NO. _____-2018


HEALDSBURG AMENDING A PROFESSIONAL SERVICES

AGREEMENT WITH REACH FOR HOME, AND

AUTHORIZING THE CITY MANAGER TO EXECUTE SAID

AMENDMENT

WHEREAS, the City of Healdsburg has expressed a commitment to providing housing

services and assistance to our low-income and homeless residents; and

WHEREAS, in December 2009, the Redevelopment Agency of the City of Healdsburg

entered into a lease agreement with Reach for Home, formerly North Sonoma County Services to

provide affordable transitional housing at 306 and 308 East Street; and

WHEREAS, the City is now the owner of the dwelling units located at 306 and 308 East

street; and

WHEREAS, affordable transitional housing for families struggling to gain stability,

economic independence and permanent housing placements is critical for Healdsburg; and

WHEREAS, Reach for Home transitional housing program offers an effective housing

and supportive services solution for families in our community; and

WHEREAS, the services have provided greater stability for residents in our community

at risk of displacement and has helped our qualified low-income families by providing assistance

with monthly storage costs, moving expenses, rent assistance, security deposit and/or utility

deposit; and

WHEREAS, Reach for Home seeks to maximize the assistance provided by working with

program participants to assess their overall financial health and identifying opportunities to

improve their on-going financial well-being; and

WHEREAS, the proposed amendment to the agreement, attached as Exhibit A proposes

to amend the agreement to grant first priority to clients who live or work in Healdsburg, and

second priority to clients who live or work in northern Sonoma County, specifically in Windsor,

Geyserville or Cloverdale; and

WHEREAS, the City would like to require specific criteria for the verification of work or

residency, which may be shown by any one of the following, but not limited to: telephone bill

(land line only); cable or internet bill; gas bill; electric bill; garbage bill; water bill; paystub;

public benefits record (e.g. SSI/SSP, MediCal, GA, Unemployment Insurance, Cal Fresh); or

school records.

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Healdsburg approves the agreement amendment in substantially the form attached to this

resolution with Reach for Home.

BE IT FURTHER RESOLVED that the City Council of the City of Healdsburg

authorizes the City Manager to execute the agreement.

PASSED, APPROVED AND ADOPTED this 15th day of October 2018, by the following vote:

AYES: Councilmembers: NOES: Councilmembers: ABSENT: Councilmembers: ABSTAINING: Councilmembers: SO ORDERED: ATTEST: _________________________ ________________________________ Brigette A. Mansell, Mayor Stephanie A. Williams, City Clerk

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Exhibit A

AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES

THIS AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment”) is

made by and between Reach for Home (hereinafter, “Consultant” and the CITY OF HEALDSBURG

(“City”, and collectively referred to as “Parties”) and shall be effective as of October 15, 2018 for the

purpose of amending that certain Professional Services Agreement (“Original Agreement”), between

the Parties signed the 18th of July, 2018, to provide services to the homeless and those as risk of being

homeless, utilizing the Victory Apartments located at 306 and 308 East Street. for case management

services, temporary emergency sheltering services, and relocation assistance for Healdsburg families

impacted by rent increases or construction program/services (“The Project”).

WHEREAS, City and Consultant wish to amend scope of work of the Original Agreement.

NOW THEREFORE, the Parties hereby agree to amend the Original Agreement as follows:

1. DESCRIPTION OF SERVICES/SCOPE WORK- Section 1 is hereby amended to add language

granting first priority to clients who live or work in Healdsburg. If there are no clients who meet

the criterion to verify that they live or work in Healdsburg, second priority should be given to

clients who live or work in northern Sonoma County, specifically in Windsor, Geyserville or

Cloverdale. The City would like to require specific criteria for the verification of work or

residency, which may be shown by any one of the following, but not limited to: valid driver’s

license or identification card from the state; employment authorization document (Card) that

contains a photograph; state benefits card; telephone bill (land line only); cable or internet bill;

gas bill; electric bill; garbage bill; water bill; paystub; public benefits record (e.g. SSI/SSP,

MediCal, GA, Unemployment Insurance, Cal Fresh); or school records.

2. With respect to all other terms and conditions, the Original Agreement shall remain in full force

and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year

first above written:

City of Healdsburg, a Municipal Corporation Reach For Home

_________________________________ By:_____________________________

David Mickaelian, City Manager Its:

Attest:

_________________________________

Stephanie A. Williams, City Clerk

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CITY OF HEALDSBURG



SUBJECT: Accept as Complete the City Hall Additions and Alterations Project

PREPARED BY: Tina Lindenberg, Administrative Services Manager





Adopt a Resolution accepting the City Hall Additions and Alterations Project as Complete and

Authorize filing the Notice of Completion.

BACKGROUND:

In 2015 staff started researching the feasibility of relocating the Community Development Center

("CDC") employees that consist of Public Works, Electric Engineering, and Building and

Planning to a more suitable and financially sustainable office. The office space previously

utilized by CDC no longer accommodated all the employees and existing conditions were no

longer tolerable. The City paid more than $85,000 annually in rent and utilities for the current

CDC location.

The City Hall Additions and Alterations Project (the “Project”) consisted of renovating the

existing City Hall, capitalizing on a surplus of underutilized space, creating a two-story addition,

and associated site improvements as well as exterior repairs. The scope also includes holistic

renovations to the HVAC and lighting in City Hall to reduce energy use and make City Hall Zero

Net Energy Ready.

A notice inviting bids for the Project was advertised in accordance with all applicable procedures

and the City received six bids. The lowest apparent and responsive bid, with a base bid was

received from Carr's Construction Service, Inc. of Santa Rosa. The Council awarded the Project

contract to Carr’s Construction Service, Inc., with additional support contracts awarded to

Gelfand Partners Architects, Kleinfelder, Inc., Alameida Architecture, and Portola Systems, Inc.

for a total project budget of $6.9 million.


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Carr’s Construction Service, Inc., completed all the work in compliance with the approved plans,

specifications, and change orders. The final portion of the work was completed on October 14,

2018; and completion of the Project is ready for acceptance.

ALTERNATIVES:

The City Council could choose not to accept the Project as complete and provide further

direction to staff. Staff does not recommend this alternative as the work is complete and notice of

completion should be sent to close out the contract.

FISCAL IMPACT:

There is no fiscal impact related to the proposed action. The cost of the City Hall Additions and

Alterations Project was within the budget appropriated for the project.


Pursuant to California Environmental Quality Act (“CEQA”) and Title 14, the California Code

of Regulations, Section 15302(a), replacement or reconstruction of existing structures and

facilities will have substantially the same purpose and capacity as the structure replaced do not

qualify as a “Project”. Therefore, no further CEQA or environmental review is required.

ATTACHMENT(S):

Resolution

Notice of Completion

Certificate of Completion

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CITY OF HEALDSBURG

RESOLUTION NO. __ -2018


HEALDSBURG ACCEPTING AS COMPLETE THE CITY HALL

ADDITIONS AND ALTERATIONS PROJECT AND AUTHORIZING

FILING THE NOTICE OF COMPLETION

WHEREAS, staff started researching the feasibility of relocating the Community Development

Center ("CDC") employees that consist of Public Works and Electric Engineering and Building and

Planning; and

WHEREAS, the Project consists of renovating the existing City Hall capitalizing on a surplus of

underutilized space, creating a two-story addition, and associated site improvements as well as exterior

repairs; and

WHEREAS, a notice inviting bids for the Project was advertised in accordance with all applicable

procedures and the City received six bids; and

WHEREAS, the lowest apparent and responsive bid, with a base bid was received from Carr's

Construction Service, Inc. of Santa Rosa (“Contractor”); and

WHEREAS, on December 19, 2016 City Council Awarded the project to Carr’s Construction

Service, Inc.; and

WHEREAS, the project was completed in accordance with the approved plans, specifications, and

change orders; and

WHEREAS, on October 14, 2018, the Contractor finalized the the project; and

WHEREAS, the acceptance of the Project as complete is exempt from the provisions of the

California Environmental Quality Act pursuant to Title 14, California Code of Regulations, Section

15302(a).

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

1. Finds pursuant to Title 14, California Code of Regulations, Section 15302(a) of the California

Environmental Quality Act guidelines, that acceptance of the Project as complete is an

administrative activity of the City that will not result in direction or indirect physical changes to the

environment.

2. Accepts the Project as complete and authorizes staff to file a Notice of Completion with the County

Recorder’s Office.

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3. Authorizes staff to release any retention due and payable to Carr’s Construction Service, Inc., within

thirty-five (35) days after the recordation of the Notice of Completion subject to any retention

requirements permitted by law.

PASSED, APPROVE, AND ADOPTED by the City Council of the City of Healdsburg this 15th day of

October 2018 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAINING: Councilmembers:

SO ORDERED: ATTEST:

_____________________________ _____________________________


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Recording Requested by: Healdsburg City Clerk

When Recorded Return to: Healdsburg City Clerk 401 Grove Street Healdsburg, Ca. 95448

CITY OF HEALDSBURG

NOTICE OF COMPLETION

Project Title: City Hall Additions and Alterations Project

Site Address or Location:

401 Grove Street, Healdsburg CA 95448

Property Owner: City of Healdsburg

Address: 401 Grove Street, Healdsburg CA 95448

Nature of Owner’s Interest

Property improvements

NOTICE IS HEREBY GIVEN THAT I, HEATHER IPPOLITI, ADMINISTRATIVE SERVICES

DIRECTOR of the City of Healdsburg, California, on October 15, 2018 did file with the City Clerk

of the City of Healdsburg, the Notice of Completion of the following described work the contract

for doing which was heretofore awarded to Carr’s Construction Service, Inc., on December 19,

2016, in accordance with the City Clerk and approved by the City Council of said City;

That said work and improvements were actually completed on October 14, 2018;

That acceptance of the said work and improvements was ordered by City Council Resolution No.

________________ on October 15, 2018.

That said work and improvements consisted of capitalizing on a surplus of underutilized space,

creating a two-story addition, and associated site improvements as well as exterior repairs as more

specifically described in the plans and specifications approved by the City Council of the City of

Healdsburg.

I, HEATHER IPPOLITI, ADMINISTRATIVE SERVICES DIRECTOR, of the City of

Healdsburg do hereby certify, under penalty of perjury, that the foregoing is true and correct.

DATED: ATTEST:

___________________________ ____________________________

Heather Ippoliti, Administrative Services Director Stephanie A. Williams, City Clerk

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Recording Requested by: Healdsburg City Clerk

When Recorded Return to: Healdsburg City Clerk 401 Grove Street Healdsburg, Ca. 95448

CITY OF HEALDSBURG

CERTIFICATE OF COMPLETION

Project Title: City Hall Additions and Alterations Project

Site Address or Location:

401 Grove Street, Healdsburg CA 95448

Property Owner:

City of Healdsburg

Address: 401 Grove Street, Healdsburg CA 95448

I, HEATHER IPPOLITI, ADMINISTRATIVE SERVICES DIRECTOR of the City of

Healdsburg, California, on October 15, 2018 have determined and hereby certify that:

• City Hall Additions and Alterations Project, awarded to Carr’s Construction Service, Inc.,

awarded by Council on December 19, 2016 had been substantially completed by Carr’s

Construction Service, Inc., in accordance with the project plans and specifications;

• Said work and improvements were completed on October 14, 2018

• Said work and improvements consisted of capitalizing on a surplus of underutilized space,

creating a two-story addition, and associated site improvements as well as exterior repairs

I, HEATHER IPPOLITI, ADMINISTRATIVE SERVICES DIRECTOR, of the City of

Healdsburg do hereby certify, under penalty and perjury, that the foregoing is true or correct.

DATED:_____________________ ATTEST:

___________________________________

HEATHER IPPOLITI, ADMINISTRATIVE CITY CLERK

SERVICES DIRECTOR

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CITY OF HEALDSBURG



SUBJECT: Approval of Regulatory Agreement and Related Documents - 1716

Palomino Court

PREPARED BY: Lisa Kranz, Senior Planner


Quality of Life


Adopt a Resolution approving an Affordable Housing Regulatory Agreement between the City

and the Housing Land Trust of Sonoma County, accepting the Performance Deed of Trust issued

by the Housing Land Trust of Sonoma County, approving the conveyance of real property at

1716 Palomino Court to the Housing Land Trust of Sonoma County and authorizing the

execution of documents.

BACKGROUND:

Pursuant to the City’s Inclusionary Housing Ordinance, the developer of the Parkland Farms

Subdivision was required to provide 16 affordable single-family residential units. These homes

and land, located on Palomino Court, were sold to individual purchasers at prices affordable to

low or moderate incomes in 2004.

When the owners of 1716 Palomino Court notified the City of their intent to sell, a dispute arose

as to the circumstances and terms of the sale of these units, and many of the owners of the

Palomino Court affordable units filed a civil lawsuit against the City and the Housing Land

Trust. The City of Healdsburg and the owners of affordable units on Palomino Court entered

into a Settlement Agreement on February 9, 2018 that outlines the process and terms for the sale

of these units.

The City Council adopted Resolution 59-2018 on June 18, 2018 approving a purchase agreement

for 1716 Palomino Court, in an amount not to exceed $502,250. The City purchased the unit,

using funds from the Inclusionary Housing Deposit and the Affordable Housing – Measure S

Fund.

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The purchase of the property allows the City to partner with the Housing Land Trust (HLT) to

ensure it remains available for affordable housing through the granting of the land to the Housing

Land Trust, and resale of the home and improvements to a qualified buyer subject to the

affordability restrictions and an affordability agreement between the City and the Housing Land

Trust. This will be the model for any future sales on Palomino Court.

The City Council determined that the maximum sales price would be no more than 140% of

Sonoma County Area Median Income, affordable to a “middle income” purchaser. The home

was offered for sale for $453,100 in late August 2018.


The original sale of these properties in 2004 included the land, the house, and improvements.

The documents presented to the Council for this item allow for transfer of the land to HLT and

for HLT to lease the land to a Qualified Buyer. The land is to be leased pursuant to a 99-year

renewable lease, as outlined in the Performance Deed of Trust and Ground Lease. Through the

sale of the property, the City transfers the improvements to a Qualified Buyer who will own the

home and improvements. To achieve this end, the following documents / steps are needed.

1. Grant Deed. This agreement is between the City of Healdsburg and the Housing Land

Trust. Its purpose is to convey the land at 1716 Palomino Court to HLT.

2. Affordable Housing Agreement. This agreement is between the City of Healdsburg and

the Housing Land Trust and it stipulates the parties’ obligations.

3. Performance Deed of Trust. The Deed of Trust is in favor of the City and secures HLT’s

obligations under the Affordable Housing Agreement, which are to hold and lease the

land to a Qualified Buyer.

All these documents, along with the Ground Lease between HLT and the Qualified Buyer, will

be executed at close of escrow, which is expected to occur by late October 2018.

ALTERNATIVES:

The Council could determine that it wishes to sell the land and the home to a qualified buyer.

This is outside the land trust model and could affect the City’s ability to preserve the unit’s

affordability over the long term.

FISCAL IMPACT:

The City agreed to purchase the unit for $502,250, less the unforgiven portion of the original

City loan balance of $99,000, for a total sales price of $403,250. The funds from the current sale

of the unit for $453,100 will be deposited in the Affordable Housing Trust Fund, offsetting the

purchase expense.


Pursuant to Title 14, the California Code of Regulations, Section 15262 and Section 15061(b)(3)

of the California Environmental Quality Act (“CEQA”) Guidelines, approval of these documents

will not result in a direct or indirect physical change to the environment.

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ATTACHMENT(S):

Regulatory Agreement (Palomino Court)

Performance Deed of Trust (Palomino Court)

Grant Deed From City to HLT

Resolution and attachments

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SF #4853-0913-8545 v3

Recording requested by and when recorded mail to:

CITY OF HEALDSBURG

401 Grove Street

Healdsburg, CA 95448

Attn: City Clerk

EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383

Space above this line for Recorder’s use.

AFFORDABLE HOUSING AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS WITH OPTION TO PURCHASE

(“REGULATORY AGREEMENT”)

This Affordable Housing Agreement and Declaration of Restrictive Covenants with Option to Purchase (this "Agreement") is entered into effective as of _____________, 2018 (“Effective Date”) by and between the City of Healdsburg, a California municipal corporation (“City”) and the Housing Land Trust of Sonoma County, a California nonprofit public benefit corporation, corporation no. C2276361 ("HLT"). City and HLT are hereafter referred to as the “Parties.”

RECITALS A. The Healdsburg City Council has developed goals to address the broad range of housing needs within the Healdsburg community, and the City Council has previously approved the City’s Housing Element pursuant to Housing Element law (Government Code section 65580, et. seq.). B. The Housing Element, goals, policies, and programs are designed to address the existing and projected housing needs of Healdsburg to promote the development of affordable housing and preserve the City’s existing affordable housing and ensure the long-term affordability of both new and existing units. C. The City has established a First Time Homebuyer (“FTHB”) whereby the City would subsidize a portion of the sale price of units in the program. D. The owners of one of the FTHB properties located at 1716 Palomino Court (the “Homeowner”) notified the City they intend to sell their house. The City has subsidized the purchase of the property. City staff has worked with the

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Homeowner and staff at HLT to assist the Homeowner in the sale of their property while keeping the property in the FTHB program. E. The City Council has authorized the City Manager to concurrently (i) convey the parcel located at 1716 Palomino Court, Healdsburg, CA and known as Sonoma County Assessor’s Parcel No. 003-180-015 (the “Parcel”) to HLT, pursuant to a Grant Deed recorded in the Official Records of Sonoma County (“Official Records”), and (ii) sell the home located thereon (the “Home”) to an eligible household (the “Eligible Buyer”). Concurrently with the foregoing transactions, HLT will lease the Parcel to the Eligible Buyer pursuant to a long-term ground lease in a form substantially the same as the form of ground lease set forth in Exhibit B attached hereto and approved by the City (the “Ground Lease”). F. HLT’s obligations under this Agreement are secured by a Performance Deed of Trust (“Performance Deed of Trust”) dated as of the date hereof, executed by HLT as Trustor for the benefit of the City and recorded against HLT’s interest in the Parcel and the Home substantially concurrently herewith. G. The City and HLT agree that any future sale of the home will be at below market price. There is potential risk to HLT that a future formula resale price will be above or close to market price. To protect against this risk, and to meet the mission of HLT, the City of Healdsburg agrees to consider additional subsidy to “buy down affordability” at resale, if necessary, to ensure that the home’s sales remain below market price. H. The Parties have agreed to enter into and record this Agreement in order to satisfy the conditions described in these Recitals. The purpose of this Agreement is to regulate and restrict the sale price of the Home and eligibility criteria for prospective homebuyers consistent with the City’s Inclusionary Housing policy and Housing Element. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding upon HLT and HLT’s successors and assigns. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Additional terms are defined in the Recitals and the text of this Agreement. (a) "Affordable Purchase Price" means a home purchase price resulting in an average monthly housing payment (including mortgage loan principal and interest, mortgage insurance fees, property taxes and assessments, a reasonable allowance for property maintenance and repairs, homeowners insurance premiums, a reasonable utility allowance, and

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homeowners association dues, if any) which is affordable to households of Low-Income, Median-Income, Moderate-Income or Middle-Income, as determined using standard underwriting criteria in common use by Fannie Mae or the California Housing Finance Agency. (b) "Area Median Income" means the median household income, adjusted for household size, applicable to Sonoma County, California as published periodically by the State Department of Housing and Community Development in the California Code of Regulations, Title 25, Section 6932 pursuant to California Health and Safety Code Section 50093(c) (or successor provision). (c) "Eligible Buyer" means a household of Low-Income, Median-Income, Moderate-Income or Middle-Income, as applicable, which the City has determined meets the eligibility requirements for purchase of a Restricted Home. (d) “Home” means the residence and all ancillary improvements on the real property at 1716 Palomino Court, Healdsburg, California, A.P.N. 003-180-015. (e) “Low-Income” means an annual income which does not exceed eighty percent (80%) of the Area Median Income adjusted for household size.

(f) "Maximum Initial Sales Price" means the initial Affordable Purchase Price for a Home as determined by City.

(g) "Median-Income” means an annual income which does not

exceed one hundred percent (100%) of the Area Median Income, adjusted for household size.

(h) "Moderate-Income” means an annual income which does not exceed one hundred twenty percent (120%) of the Area Median Income, adjusted for household size.

(i) “Middle-Income” means an annual income which does not exceed one hundred forty percent (140%) of the Area Median Income, adjusted for household size.

(j) "Performance Deed of Trust" means the deed of trust, dated as of the date hereof, executed by HLT as Trustor for the benefit of City which secures HLT’s performance under this Agreement, and which will be recorded in the Official Records substantially concurrently herewith.

(k) “Property” means the Parcel located at 1716 Palomino Court, Healdsburg, California, A.P.N. 00-180-015, including the Home.

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(l) “Restricted Home” means a home that is subject to covenants and restrictions permanently limiting Eligible Buyers of the home to buyers of Low-Income, Median-Income, Moderate-Income, or Middle-Income. 2. Satisfaction of Affordable Housing Obligation. Concurrently with the sale of the Home to the Eligible Buyer, HLT shall require the Eligible Buyer to execute a Ground Lease approved by the City and substantially in the form attached hereto as Exhibit B. Among other provisions, the Ground Lease will require the Home (i) to be used solely for residential purposes (ii) to be occupied as the Eligible Buyer’s principal residence, and (iii) to be permitted to be transferred only to HLT, another Eligible Buyer, or upon the death of the Eligible Buyer, to the Eligible Buyer’s heirs who qualify as Low-Income, Median-Income, or Moderate-Income, as applicable. HLT agrees that the intent of this Agreement and the Ground Lease is that the Home shall be permanently affordable to Eligible Buyers of Low-Income, Median-Income, or Moderate-Income, as applicable, and HLT agrees that resale of the Home shall be so restricted pursuant to the Ground Lease. 3. Marketing and Sale to Eligible Buyers. City shall cooperate with HLT to identify Eligible Buyer(s); however, HLT will have primary responsibility for marketing the Home, finding qualified Eligible Buyers, and screening and selecting applicants. City shall have no obligation to pay costs related to marketing, sales efforts or real estate commissions. HLT agrees that it shall comply with applicable fair housing laws in the marketing and sale, as applicable, of the Home. 4. Deed of Trust and Ground Lease; City Review of Documents. Upon request, HLT agrees that it shall provide the following to City: (a) the form of Purchase and Sale Agreement to be used for sale of the Home, and (b) the form of Ground Lease to be executed by the Eligible Buyers. Concurrently with the execution of this Agreement, HLT shall execute and deliver the Performance Deed of Trust for the benefit of City, securing HLT’s obligations under this Agreement. The Performance Deed of Trust will be recorded in the Official Records substantially concurrently with the recordation of this Agreement. 5. Compliance Reports, Inspections, Monitoring. Upon completion of the sale of the Home, and annually thereafter by no later than June 30th of each year, upon City’s request, HLT shall submit to City a Compliance Report verifying HLT’s compliance with this Agreement, and certified as correct by HLT under penalty of perjury. The Compliance Report shall be in such format as City may reasonably request and shall contain certifications regarding the eligibility of the Eligible Buyers and evidence of the Eligible Buyer’s and HLT’s execution of the Ground Lease. HLT shall retain all records related to compliance with this Agreement, and shall make such records available to City or its designee for inspection and

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copying on five (5) business days' written notice. HLT shall permit City and its designees to inspect the Property to monitor compliance with this Agreement following two (2) business days' written notice. 6. Covenants Run with the Land. The covenants and conditions herein contained shall apply to and bind, during their respective periods of fee ownership, HLT and its heirs, executors, administrators, successors, transferees, and assignees having or acquiring any right, title or interest in or to any part of the Property and shall run with and burden such portions of the Property. This Agreement shall remain in effect in perpetuity unless released by City pursuant to an instrument recorded in the Official Records. 7. Default and Remedies. Failure of HLT to cure any default in HLT's obligations under this Agreement within thirty (30) days after the delivery of a notice of default from the City will constitute an Event of Default under this Agreement. In addition to remedies set forth in this Agreement, the City may exercise any and all remedies available under law or in equity, including, but not limited to, the exercise of City’s remedies under the Performance Deed of Trust, and the exercise of City’s Option (as described in Section 8 below), instituting against HLT or other applicable parties, a civil action for declaratory relief, injunction or any other equitable relief, or relief at law, including, without limitation, an action to rescind a transaction and/or to require repayment of any funds received in connection with such a violation. 8. Option to Purchase, Enter and Possess. City shall have the right at its option to purchase, enter and take possession of the Property or any portion thereof owned by HLT with all improvements thereon (the "Option"), if, at or after the initial sale of the Home to Eligible Buyers, the Home is sold to persons who do not qualify as Eligible Buyers. In such event, City shall have an option to purchase the Home at the Affordable Purchase Price as determined pursuant to this Agreement, or the City may pursue any remedies it may have under this Agreement, the Performance Deed of Trust or under law or in equity. To exercise the Option, City shall pay to HLT cash in an amount equal to:

(i) The fair market value of the Home at the time of exercise of the Option; less

(ii) Any gains or income withdrawn or made by HLT from the applicable portion of the Property; less

(iii) The value of any liens or encumbrances on the applicable portion of the Property which the City assumes or takes subject to; less

(iv) Any damages to which the City is entitled under this Agreement by reason of HLT's default.

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In order to exercise the Option, the City shall give HLT notice of such exercise, and HLT shall, within thirty (30) days after receipt of such notice, provide the City with a summary of all of HLT’s costs incurred as described in this Section. Within sixty (60) days of the City’s receipt of such summary, the City shall pay into an escrow established for such purpose cash in the amount of all sums owing pursuant to this Section 8, and HLT shall execute and deposit into such escrow (i) a grant deed transferring to the City all of HLT’s interest in the Property, or portion thereof, as applicable and the improvements located thereon, and (ii) an assignment agreement in form acceptable to City assigning HLT’s interest in the Ground Lease to City. The City shall have the right to assign the Option to another public agency, a nonprofit corporation, or to an Eligible Buyer. Notwithstanding anything to the contrary set forth herein, if City or its assignee exercises the Option, HLT shall remain liable for all liabilities and obligations of the lessor accruing under the Ground Lease prior to the date that title to the Parcel is transferred to City or City’s assignee.

9. Mortgagee Protection. The City’s rights pursuant to Section 8 shall not defeat, limit or render invalid any mortgage or deed of trust recorded against the Property or any portion thereof, including without limitation, the Home. Any conveyance of the Property to the City pursuant to Section 8 shall be subject to mortgages and deeds of trust permitted by this Agreement.

10. Remedies Cumulative. No right, power, or remedy specified in this Agreement is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy available to the City under law or in equity. Neither the failure nor any delay on the part of the City to exercise any such rights, powers or remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the City of any such right, power or remedy preclude any other or further exercise of such right, power or remedy, or any other right, power or remedy. 11. Attorneys’ Fees and Costs. The City shall be entitled to receive from HLT or any person violating the requirements of this Agreement, in addition to any remedy otherwise available under this Agreement or at law or equity, whether or not litigation is instituted, the costs of enforcing this Agreement, including without limitation reasonable attorneys' fees and the costs of City staff time. In any dispute arising in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees. 12. Appointment of Other Agencies. In its sole discretion, the City may designate, appoint or contract with any other person, public agency or public or private entity to perform some or all of the City's obligations under this Agreement. 13. Hold Harmless. HLT agrees to indemnify, defend (with counsel approved by the City) and hold harmless City and its elected and appointed officials,

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officers, employees, representatives and agents (all of the foregoing, collectively the "Indemnitees") from and against all liability, loss, cost, claim, demand, action, suit, legal or administrative proceeding, penalty, deficiency, fine, damage and expense (including, without limitation, reasonable attorney's fees and costs of litigation) (all of the foregoing, collectively hereinafter “Claims”) arising or allegedly arising out of or relating in any manner to the Home, the Property, or HLT's performance or nonperformance under this Agreement, except to the extent arising from the gross negligence or willful misconduct of the City. The provisions of this section shall survive the expiration or other termination of this Agreement or any release of part or all of the Property from the burdens of this Agreement. 14. Insurance Requirements. HLT shall obtain and maintain at HLT’s expense, Commercial General Liability, naming Indemnitees as additional insureds with aggregate limits of not less than Two Million Dollars ($2,000,000) for bodily injury and death or property damage including coverage for contractual liability and premises operations, purchased from an insurance company duly licensed to issue such insurance in the State of California, with a current Best’s Key Rating of not less than A-V, such insurance shall be evidenced by an endorsement which so provides and delivered to the City prior to the Effective Date. 15. Notices. All notices required pursuant to this Agreement shall be in writing and may be given by personal delivery or by registered or certified mail, return receipt requested, to the party to receive such notice at the addresses set forth below:

City: City of Healdsburg

401 GroveStreet Healdsburg, CA 95448 Attn: City Clerk

HLT: Housing Land Trust of Sonoma County

P.O. Box 5431 Petaluma, CA 94955-5431

Attn: Executive Director

Any party may change the address to which notices are to be sent by notifying the other parties of the new address, in the manner set forth above. 17. Integrated Agreement; Amendments. This Agreement, including the exhibits hereto, together with the Performance Deed of Trust, including the exhibits thereto, constitutes the entire Agreement between the Parties with respect to the subject matter hereof. No modification of or amendment to this Agreement shall be binding unless reduced to writing and signed by the Parties.

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SF #4853-0913-8545 v3

The City Manager or his or her designee shall have authority to approve or disapprove minor or technical amendments to this Agreement on behalf of the City. 18. Subordination; Execution of Riders for the Benefit of Mortgage Lenders. City agrees that if required in order to assist Eligible Buyers to secure purchase money financing for the acquisition of a Home, the City will enter into a subordination agreement with a purchase money lender to subordinate this Agreement under such terms as the City and the purchase money lender shall negotiate provided that City is granted reasonable notice and cure rights under the first mortgage. The City further agrees that if City succeeds to the interest of HLT under the Ground Lease applicable to the Home pursuant to the exercise of City’s remedies under this Agreement or the Performance Deed of Trust, the City agrees that it shall recognize the Lessee under the Ground Lease and shall comply with the requirements of Fannie Mae Form 2100 (3/06) and Fannie Mae Announcement 06-03 or similar successor policy, as such documents may be modified or amended. 19. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 20. Further Assurances; Action by the City. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the City Manager or by any person who shall have been designated by the City Manager, without further approval by the City Council unless the City Manager determines in his or her discretion that such action requires such approval. 21. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to principles of conflicts of law. The Parties consent to the jurisdiction of any federal or state court in the jurisdiction in which the Property is located (the “Property Jurisdiction”). The Parties agree that any controversy arising under or in relation to this Agreement shall be litigated exclusively in courts having jurisdiction in the Property Jurisdiction. HLT irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. 22. No Waiver. Any waiver by the City of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure

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SF #4853-0913-8545 v3

by the City to take action on any breach or default of HLT or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to HLT to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by the City to any act or omission by HLT shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for the City 's written consent to future waivers. 23. Headings. The titles of the sections and subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of the Agreement's provisions. 24. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. 25. Severability. If any provision contained in this Agreement is to be held by a court of competent jurisdiction to be void or unenforceable the remaining portions of this Agreement shall remain in full force and effect. 26. Exhibits. The following exhibits attached to this Agreement are hereby incorporated herein by reference:

Exhibit A Legal Description of the Parcel

Exhibit B Form of Ground Lease

[SIGNATURES ON FOLLOWING PAGE; SIGNATURES MUST BE NOTARIZED]

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SF #4853-0913-8545 v3

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. HLT: Housing Land Trust of Sonoma County, A nonprofit public benefit corporation By:__________________________________ Its:__________________________________ CITY : City of Healdsburg, a California municipal corporation By:__________________________________ David Mickaelian, City Manager ATTEST:_______________________

Stephanie A. Williams, City Clerk APPROVED AS TO FORM: By:_________________________________ Samantha W. Zutler, City Attorney

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A notary public or other officer completing this certificate verifies only the identity of the

individual who signed the document to which this certificate is attached, and not the

truthfulness, accuracy, or validity of that document.

State of California )

)

County of Sonoma )

On , 20__, before me, ________________, a Notary Public, personally

appeared , who proved to me on the basis of

satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within

instrument and acknowledged to me that he/she/they executed the same in his/her/their

authorized capacity(ies), and that by his/her/their signature(s) on the instrument the

person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that

the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(seal)

Notary Public

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A notary public or other officer completing this certificate verifies only the identity of the

individual who signed the document to which this certificate is attached, and not the

truthfulness, accuracy, or validity of that document.

State of California )

)

County of Sonoma )

On , 20__, before me, ________________, a Notary Public, personally

appeared , who proved to me on the basis of

satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within

instrument and acknowledged to me that he/she/they executed the same in his/her/their

authorized capacity(ies), and that by his/her/their signature(s) on the instrument the

person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that

the foregoing paragraph is true and correct.


(seal)

Notary Public

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Exhibit A

LEGAL DESCRIPTION OF THE PARCEL

Real property in the City of Healdsburg, County of Sonoma, State of California, described as follows: APN: 003-180-015

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Exhibit B

[Attach Form of Ground Lease]

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SF #4823-0614-7953 v2


CITY OF HEALDSBURG

401 Grove Street, Healdsburg, CA 95448 Attn: City Clerk



PERFORMANCE DEED OF TRUST

THERE ARE RESTRICTIONS ON THE SALE OF THE PROPERTY ENCUMBERED BY THIS DEED OF TRUST. EXCEPT FOR A TRANSFER TO THE CITY OF HEALDSBURG (THE “CITY”) OR CITY’S ASSIGNEE FOLLOWING CITY’S EXERCISE OF ITS OPTION TO PURCHASE, THE HOMES CONSTRUCTED ON THIS PROPERTY MAY ONLY BE SOLD TO “ELIGIBLE HOUSEHOLDS” AT A PRICE NOT TO EXCEED AN “AFFORDABLE PURCHASE PRICE.” This PERFORMANCE DEED OF TRUST (“Deed of Trust”) is made as of ____________2018 (“Effective Date”) by The Housing Land Trust of Sonoma County, a nonprofit public benefit corporation, corporation no. C2276361 (“Trustor”), in favor of Fidelity National Title Company (“Trustee”), for the benefit of the City of Healdsburg, a California municipal corporation (“City” or “Beneficiary”) as Beneficiary.

RECITALS

A. Trustor is the owner of the real property located at 1716 Palomino Court, Healdsburg, California, and more particularly described herein as the “Property”. B. Trustor shall cause the Property to be leased to Eligible Buyers pursuant to a ninety-nine (99)-year renewable Ground Lease (the “Ground Lease”), and the terms of that certain Affordable Housing Agreement and Declaration of Restrictive Covenants with Option to Purchase (the “Affordable Housing Agreement”) dated as of ____________, 2018 and executed by the Parties and recorded substantially concurrently herewith in the Official Records of Sonoma County (the “Official Records”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Affordable Housing Agreement.

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C. Pursuant to the Affordable Housing Agreement, Trustor is obligated, among other requirements, to enter into a ground lease with the owner of the Home constructed on the Property to ensure that the Home is purchased only by Eligible Buyers at a price not in excess of the Affordable Purchase Price.

D. The Affordable Housing Agreement also provides (among other provisions) that Beneficiary has an option to purchase the Property or part thereof if Trustor defaults under the Affordable Housing Agreement.

NOW, THEREFORE, to secure the full and timely performance by Trustor of the Secured Obligations (defined below), it is agreed as follows: 1. Grant in Trust. Trustor, in consideration of the promises herein recited and the trust herein created, hereby irrevocably and unconditionally grants, transfers, conveys and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale, all estate, right title and interest which Trustor now has or may later acquire in and to that certain real property located in the City of Healdsburg, County of Sonoma, State of California, described in the attached Exhibit A (the “Parcel”) together with all of the following: (i) all improvements now or hereafter located or constructed on the Property, and all replacements and additions thereto, specifically excluding any such improvements owned by any lessee under the Ground Lease (“Improvements”);

(ii) all easements, rights of way, appurtenances and other rights used in connection with the Property or as a means of access thereto (“Appurtenances”);

(iii) all fixtures now or hereafter attached to or used in and about the Property or the improvements located thereon or hereafter located or constructed on the Property, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to the improvements in any manner, specifically excluding any such fixtures owned by any lessee under the Ground Lease (“Fixtures and Equipment”); and

(iv) all leases, subleases, licenses and other agreements relating to use or occupancy of the Property (“Leases”) and all rents or other payments which may now or hereafter accrue or otherwise become payable to or for the benefit of Trustor (“Rents”) (whether or not such Leases and Rents are permitted by the Affordable Housing Agreement).

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All of the above-referenced Parcel, Improvements, Appurtenance, Fixtures and Equipment, Leases and Rents are herein referred to collectively as the “Property”. 2. Obligations Secured. This Deed of Trust is given for the purpose of securing payment and performance of the following (the “Secured Obligations”): (i) all present and future obligations of Trustor set forth in this Deed of Trust or in the Affordable Housing Agreement (including, without limitation, Trustor’s obligation to ensure that the Home is conveyed only to Eligible Buyers at no more than the Affordable Purchase Price); (ii) all additional present and future obligations of Trustor to Beneficiary under any other agreement or instrument acknowledged by Trustor (whether existing now or in the future) which states that it is or such obligations are, secured by this Deed of Trust; (iii) all modifications, supplements, amendments, renewals, and extensions of any of the foregoing, whether evidenced by new or additional documents; and (iv) reimbursement of all amounts advanced by or on behalf of Beneficiary to protect Beneficiary’s interests under this Deed of Trust. 3. Assignment of Rents, Issues, and Profits. Trustor hereby irrevocably, absolutely, presently and unconditionally assigns to Beneficiary the rents, royalties, issues, profits, revenue, income and proceeds of the Property. This is an absolute assignment and not an assignment for security only. Beneficiary hereby confers upon Trustor a license to collect and retain such rents, royalties, issues, profits, revenue, income and proceeds as they become due and payable prior to any Event of Default hereunder. Upon the occurrence of any such Event of Default, Beneficiary may terminate such license without notice to or demand upon Trustor and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to any indebtedness secured hereby, and in such order as Beneficiary may determine. Beneficiary’s right to the rents, royalties, issues, profits, revenue, income and proceeds of the Property does not depend upon whether or not Beneficiary takes possession of the Property. The entering upon and taking possession of the Property, the collection of such rents, issues, and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If an Event of Default occurs while Beneficiary is in possession of all or part of the Property and/or is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted hereunder. Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Parcel and Improvements, Beneficiary

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shall not be deemed to be a “mortgagee in possession,” shall not be responsible for performing any obligation of the lessor under any Lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it , and unless due solely to the willful misconduct or gross negligence of Beneficiary, shall not be responsible for any dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property. 4. Fixture Filing. This Deed of Trust is intended to be and constitutes a fixture filing pursuant to the provisions of the California Uniform Commercial Code ( the “UCC”) with respect to all of the Property constituting fixtures, is being recorded as a fixture financing statement and filing under the UCC, and covers property, goods and equipment which are or are to become fixtures related to the Parcel and the Improvements. Trustor covenants and agrees that this Deed of Trust is to be filed in the real estate records of Sonoma County and shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 and other applicable provisions of the UCC. This Deed of Trust shall also be effective as a financing statement covering minerals or the like (including oil and gas) and accounts subject to the UCC, as amended. Trustor shall be deemed to be the “debtor” and Beneficiary shall be deemed to be the “secured party” for all purposes under the UCC. 5. Trustor’s Representations, Warranties and Covenants.

5.1 Trustor’s Estate. Trustor represents and warrants that Trustor is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Property in accordance herewith, that other than this Deed of Trust, the Property is encumbered only by the Affordable Housing Agreement and such other instruments as Trustor has disclosed to Beneficiary in writing. Trustor agrees to warrant and defend generally the title to the Property against all claims and demands, subject to any declarations, easements or restrictions of record as of the date hereof.

5.2 Affordable Housing Agreement. Trustor will observe and perform all of Trustor’s covenants and agreements set forth in the Affordable Housing Agreement.

5.3 Senior Loans. Trustor will observe and perform all of the covenants and agreements of any loan documents evidencing or securing loans secured by the Property and any other instruments that are senior in priority to this Deed of Trust.

5.4 Charges; Liens. Trustor will pay prior to delinquency, all taxes, assessments and other charges, fines and impositions affecting the Property directly to the payee thereof. Upon request by the City, Trustor will promptly furnish to the City all notices of such amounts due. Trustor shall pay when due

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SF #4823-0614-7953 v2 5

each obligation secured by or reducible to a lien, charge or encumbrance which now does or later may encumber or appear to encumber all or part of the Property or any interest in it, whether or not such lien, charge or encumbrance is or would be senior or subordinate to this Deed of Trust. Trustor shall not be required to pay any tax, levy, charge or assessment so long as its validity is being actively contested in good faith and by appropriate actions and/or proceedings which will operate to prevent the enforcement of the lien or forfeiture of the Property or any part thereof.

5.5 Hazard Insurance.

(a) Trustor will keep the Property insured by a standard all risk property insurance policy equal to the replacement value of the Property (adjusted every five (5) years by appraisal, if requested by the City). If the Property is located in a flood plain, Trustor shall also obtain flood insurance. In no event shall the amount of insurance be less than the amount necessary to prevent Trustor from becoming a co-insurer under the terms of the policy. The insurance carrier providing this insurance shall be licensed to do business in the State of California and be chosen by Trustor subject to approval by the City. All insurance policies and renewals thereof will be in a form acceptable to the City, and will include a standard mortgagee clause with standard lender’s endorsement in favor of City as its interests may appear and in a form acceptable to the City. The City shall have the right to hold, or cause its designated agent to hold, the policies and renewals thereof, and Trustor shall promptly furnish to the City, or its designated agent, the original insurance policies or certificates of insurance, all renewal notices and all receipts of paid premiums. In the event of loss, Trustor will give prompt notice to the insurance carrier and the City or its designated agent. The City, or its designated agent, may make proof of loss if not made promptly by Trustor. The City shall receive thirty (30) days advance notice of cancellation of any insurance policies required under this section. Unless otherwise permitted by the City in writing, insurance proceeds, subject to the rights of any senior lienholder, will be applied to restoration or repair of the Property damaged. If permitted by City, and subject to the rights of any senior lienholder, the insurance proceeds shall be used to repay any amounts due under the Affordable Housing Agreement, with the excess, if any, paid to Trustor. If the Property is abandoned by Trustor, or if Trustor fails to respond to the City, or its designated agent, within thirty (30) days from the date notice is mailed by either of them to Trustor that the insurance carrier offers to settle a claim for insurance benefits, the City, or its designated agent, is authorized to collect and apply the insurance proceeds at the City’s option either to restoration or repair of the Property or to pay amounts due under the Affordable Housing Agreement.

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Notwithstanding anything to the contrary set forth herein, during such time that Trustor is not the owner in fee of the Improvements, Trustor may satisfy the requirements of this Section by ensuring that Beneficiary is named as additional insured/loss payee as Beneficiary’s interests may appear under the policies of insurance Trustor requires the fee owner(s) of such Improvements to maintain. If the Property is acquired by the City, all right, title and interest of Trustor in and to any insurance policy and in and to the proceeds thereof resulting from damage to the Property prior to the sale or acquisition will pass to the City to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition, subject to the rights of any senior lienholder.

(b) During the course of any construction on the Property, Trustor shall hire only licensed contractors who maintain the following forms of insurance:

(i) Liability Insurance. Comprehensive general liability insurance against liability for bodily injury to or death of any person or property damage arising out of an occurrence on or about the Property. The limits of such insurance shall be not less than Two Million Dollars ($2,000,000) combined single limit for bodily injury and property damage.

(ii) Workers’ Compensation Insurance. Workers’ compensation insurance covering all persons employed in connection with any work on the Property.

5.6 Preservation and Maintenance of Property. Trustor will keep the Property in good repair and in a neat, clean, and orderly condition and will not commit waste or permit impairment or deterioration of the Property. If there arises a condition in contravention of this Section, and if the Trustor has not cured such condition within thirty (30) days after receiving a City notice of such a condition, then in addition to any other rights available to the City, the City shall have the right (but not the obligation) to perform all acts necessary to cure such condition, and to establish or enforce a lien or other encumbrance against the Property to recover its cost of curing.

5.7 Protection of the City’s Property Interest. If Trustor fails to perform the covenants and agreements contained in this Deed of Trust or if any action or proceeding is commenced which materially affects the City’s interest in the Property, including, but not limited to, default under any senior lienholder document, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then the City, at the City’s option, without releasing Trustor from any obligation hereunder, may make such appearances, disburse such sums and take such action as it determines necessary to protect the City’s interest, including but not limited to, disbursement

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of reasonable attorneys’ fees and entry upon the Property to make repairs. Any amounts disbursed by the City pursuant to this paragraph, with interest thereon, will become an indebtedness of Trustor secured by this Deed of Trust. Unless Trustor and City agree to other terms of payment, such amount will be payable upon notice from the City to Trustor requesting payment thereof, and will bear interest from the date of disbursement at the lesser of (i) ten percent (10%); or (ii) the highest rate permissible under applicable law. Nothing contained in this paragraph will require the City to incur any expense or take any action hereunder.

5.8 Inspection. The City may make or cause to be made reasonable entries upon and inspections of the Property; provided that the City will give Trustor reasonable notice of inspection.

5.9 Hazardous Substances. Trustor shall not cause or permit the

presence, use, disposal, storage, or release of any Hazardous Substances in, on, under, about, or from the Property. Trustor shall not do, nor allow anyone else to do, anything affecting the Property that is in violation of any Environmental Law. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Property when used and disposed of in accordance with Environmental Law.

“Hazardous Substances” means any substance defined as toxic or as a hazardous substance or hazardous waste, or regulated under any Environmental Law, and the following substances: gasoline, kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials. “Environmental Law” means all federal, state or local statutes, ordinances, regulations, orders, decrees and judgments that relate to health, safety or environmental protection including without limitation the regulation of the use, disposal, manufacture, or release of Hazardous Substances. Trustor shall promptly give City written notice of any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Property and any Hazardous Substance or Environmental Law of which Trustor has actual knowledge. If Trustor learns, or is notified by any governmental or regulatory authority, that any removal or other remediation of any Hazardous Substance affecting the Property is necessary, Trustor shall promptly take all necessary remedial actions in accordance with Environmental Law. 6. Nonliability for Negligence, Loss, or Damage; No Joint Venture. Trustor acknowledges, understands and agrees that City does not undertake or assume

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any responsibility for or duty to Trustor to select, review, inspect, supervise, pass judgment on, or inform Trustor of the quality, adequacy or suitability of the Property or any other matter. The City owes no duty of care to protect Trustor against negligent, faulty, inadequate or defective building or construction or any condition of the Property, and Trustor agrees that neither Trustor, nor Trustor’s heirs, successors or assigns shall ever claim, have or assert any right or action against the City for any loss, damage or other matter arising out of or resulting from any condition of the Property, and Trustor will hold City harmless from any liability, loss or damage for these things. Nothing contained herein or in the Affordable Housing Agreement shall be deemed to create or construed to create a partnership, joint venture or any relationship other than that of a borrower and lender. 7. Indemnity. Trustor agrees to defend, indemnify, and hold the City of Healdsburg and its elected and appointed officials, officers, employees, and agents (“Indemnitees”) harmless from and against all losses, damages, liabilities, claims, actions, judgments, costs, and reasonable attorneys’ fees that the Indemnitees may incur as a direct or indirect consequence of Trustor’s failure to perform any obligations as and when required by the Affordable Housing Agreement and this Deed of Trust. 8. Acceleration; Remedies. Upon Trustor’s breach of any covenant or agreement of Trustor in the Affordable Housing Agreement or this Deed of Trust, including, but not limited to, the covenants to pay, when due, any sums secured by this Deed of Trust, the City, prior to the exercise of its remedies hereunder, will mail by express delivery with delivery receipt, notice to Trustor specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, not less than thirty (30) days from the date the notice is received by Trustor as shown on the return receipt, by which such breach is to be cured; and (4) if the breach is curable, that failure to cure such breach on or before the date specified in the notice may result in City’s exercise of remedies and the sale of the Property. The notice will also inform Trustor of Trustor’s right to reinstate and the right to bring a court action to assert the nonexistence of default or any other defense of Trustor to the exercise of such remedies. If the breach is not cured on or before the date specified in the notice, the City, at the City’s option, may:

(a) declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by California law;

(b) either in person or by agent, with or without bringing any action or

proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Property and take possession thereof (or any part thereof) and of any of the Property, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase

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the income therefrom or protect the security thereof. The entering upon and taking possession of the Property shall not cure or waive any breach hereunder or invalidate any act done in response to such breach and, notwithstanding the continuance in possession of the Property, the City shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any uncured breach, including the right to exercise the power of sale;

(c) commence an action to foreclose this Deed of Trust as a mortgage,

appoint a receiver, or specifically enforce any of the covenants hereof; (d) deliver to Trustee a written declaration of default and demand for sale,

pursuant to the provisions for notice of sale found at California Civil Code Sections 2924 et seq., as amended from time to time; or

(e) exercise all other rights and remedies provided herein, in the

instruments by which the Trustor acquires title to any Property, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law. The City shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph, including, but not limited to, reasonable attorneys’ fees. 9. Trustor’s Right to Reinstate. Notwithstanding the City’s acceleration of the sums secured by this Deed of Trust or City’s pursuit of other remedies hereunder, Trustor will have the right to have any proceedings begun by the City to enforce this Deed of Trust discontinued at any time prior to five (5) days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if: (a) Trustor pays City all sums which would be then due under this Deed of Trust if there were no acceleration under this Deed of Trust or the Affordable Housing Agreement; (b) Trustor cures all breaches of any other covenants or agreements of Trustor contained in the Affordable Housing Agreement or this Deed of Trust; (c) Trustor pays all reasonable expenses incurred by City and Trustee in enforcing the covenants and agreements of Trustor contained in the Affordable Housing Agreement or this Deed of Trust, and in enforcing the City’s and Trustee’s remedies, including, but not limited to, reasonable attorney’s fees; and (d) Trustor takes such action as City may reasonably require to assure that the lien of this Deed of Trust, City’s interest in the Property and Trustor’s obligation to pay the sums and perform the obligations secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby will remain in full force and effect as if no acceleration had occurred. 10. Reconveyance. Upon the expiration or termination of the Affordable Housing Agreement if the Trustor is not in violation of any provisions of this Deed

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of Trust or the Affordable Housing Agreement, the City will request Trustee to reconvey the Property and will surrender this Deed of Trust and the Affordable Housing Agreement to Trustee. Trustee will reconvey the Property without warranty and without charge to the person or persons legally entitled thereto. Such person or persons will pay all costs of recordation, if any. 11. Substitute Trustee. The City, at the City’s option, may from time to time remove Trustee and appoint a successor trustee to any Trustee appointed hereunder. The successor trustee will succeed to all the title, power and duties conferred upon the Trustee herein and by applicable law. 12. Subordination. City agrees that if required in order to assist Eligible Buyers to secure purchase money financing for the acquisition of the Home, the City will enter into a subordination agreement with a purchase money lender to subordinate this Deed of Trust under such terms as the City and the purchase money lender shall negotiate provided that City is granted reasonable notice and cure rights under the first mortgage. The City further agrees that if City succeeds to the interest of Trustor under any ground lease applicable to any one or more home constructed on the Property pursuant to the exercise of City’s remedies under the Affordable Housing Agreement or this Deed of Trust, the City agrees that it shall recognize the Lessee under such ground lease and shall comply with the requirements of Fannie Mae Form 2100 (3/06) and Fannie Mae Announcement 06-03 or similar successor policy, as such documents may be modified or amended. 13. Request for Notice. City requests that copies of the notice of default and notice of sale be sent to City at the address set forth in Section 15.5. 14. Miscellaneous.

14.1 Forbearance by the City Not a Waiver. Any forbearance by the

City in exercising any right or remedy will not be a waiver of the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by the City will not be a waiver of the City’s right to require satisfaction of any obligations secured by this Deed of Trust. 14.2 Remedies Cumulative. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or any other document, or afforded by law or equity, and may be exercised concurrently, independently or successively.

14.3 Successors and Assigns Bound. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the City and Trustor subject to the provisions of this Deed of Trust.

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14.4 Joint and Several Liability. If this Deed of Trust is executed by more than one person as Trustor, the obligations of each shall be joint and several.

14.5 Notices. Except for any notice required under applicable law to be given in another manner, any notice to Trustor or to City pursuant to this Deed of Trust will be given by certified mail, return receipt requested, express delivery with delivery receipt or personal delivery with delivery receipt, addressed to the applicable party at the address shown below, or such other address as such party may designate by notice to the other party as provided herein. Notice shall be effective as of the date received by City as shown on the return receipt.

City: City of Healdsburg 401 Grove Street Healdsburg, CA 95448 Attn: City Clerk

Trustor: Housing Land Trust of Sonoma County


Attn: Executive Director Trustee: Fidelity National Title Company

1201 Vine Street, Suite 101 Healdsburg, CA 95448 Attn: Nancy Avansino

14.6 Governing Law. This Deed of Trust shall be governed by the laws

of the State of California.

14.7 Severability. In the event that any provision or clause of this Deed of Trust or the Affordable Housing Agreement conflicts with applicable law, such conflict will not affect other provisions of this Deed of Trust or the Affordable Housing Agreement which can be given effect without the conflicting provision, and to this end the provisions of the Deed of Trust and the Affordable Housing Agreement are declared to be severable.

14.8 Captions. The captions and headings in this Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof.

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14.9 Nondiscrimination. Trustor covenants by and for itself and its successors and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, religion, creed, age, disability, sex, sexual orientation, marital status, ancestry or national origin in the sale, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Trustor or any person claiming under or through Trustor establish or permit any such practice or practices of discrimination or segregation with reference to the use, occupancy, or transfer of the Property. The foregoing covenant shall run with the land.

[SIGNATURE ON FOLLOWING PAGE; SIGNATURE MUST BE NOTARIZED.]

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IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above.

TRUSTOR: HOUSING LAND TRUST OF SONOMA COUNTY A nonprofit public benefit corporation By: _________________________________ Its:__________________________________

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ACKNOWLEDGMENT

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

STATE OF CALIFORNIA ) ) COUNTY OF SONOMA ) On _____________ 20__, before me, _______________, a Notary Public, in and for said State and County, personally appeared _______________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ____________________________ Notary Public

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SF #4823-0614-7953 v2

EXHIBIT A

LEGAL DESCRIPTION


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RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Healdsburg 401 Grove Street Healdsburg, CA 95448 Attention: City Clerk EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383

(SPACE ABOVE THIS LINE RESERVED FOR

RECORDER’S USE)

GRANT DEED

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

The City of Healdsburg, a municipal corporation (“Grantor”), hereby grants and conveys to the Housing Land Trust of Sonoma County, a California nonprofit public benefit corporation (“Grantee”), that real property in the City of Healdsburg, County of Sonoma, State of California, described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Property”). 1. The Property is conveyed and accepted subject to current real property taxes and all unpaid general and special taxes/bonds and assessments; and all encumbrances, easements, covenants, conditions, restrictions, reservations, rights, rights of way of record, and/or disclosed by an inspection. 2. The Property is conveyed pursuant to that certain Affordable Housing Agreement and Declaration of Restrictive Covenants with Option to Purchase (“Regulatory Agreement”) executed by Grantor and Grantee as of ____________, 2018 and recorded substantially concurrently herewith in the Official Records of Sonoma County. Grantee covenants and agrees that the Property and any improvements thereon will be used solely for the purposes, and on the terms and conditions, described in the Regulatory Agreement. 3. This Grant Deed may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, Grantor and Grantee have executed this Grant Deed as of this ______ day of ___________, 2018.

GRANTOR: THE CITY OF HEALDSBURG, a municipal corporation By: _______________________________ David Mickaelian, City Manager

ATTEST: By: ___________________________ Stephanie A. Williams, City Clerk

GRANTEE: THE HOUSING LAND TRUST OF SONOMA COUNTY, a California nonprofit public benefit corporation By: __________________________________ Its: _______________________________

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STATE OF CALIFORNIA ) ) COUNTY OF SONOMA ) On , 20__, before me, ______________________, (here insert name and title of the officer), personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


Signature _______________________________ (Seal)

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STATE OF CALIFORNIA )

) COUNTY OF SONOMA ) On , 20__, before me, ______________________, (here insert name and title of the officer), personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


Signature _______________________________ (Seal)

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Exhibit A

LEGAL DESCRIPTION

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CITY OF HEALDSBURG

RESOLUTION NO. ___ -2018

RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF HEALDSBURG APPROVING AN AFFORDABLE

HOUSING REGULATORY AGREEMENT BETWEEN

THE CITY AND THE HOUSING LAND TRUST OF

SONOMA COUNTY; ACCEPTING THE

PERFORMANCE DEED OF TRUST ISSUED BY THE

HOUSING LAND TRUST OF SONOMA COUNTY;

APPROVING THE CONVEYANCE OF REAL

PROPERTY A T 1 7 1 6 P A L O M I N O C O U R T

TO THE HOUSING LAND TRUST OF SONOMA

COUNTY; AND AUTHORIZING THE EXECUTION

OF DOCUMENTS IN CONNECTION THEREWITH

WHEREAS, the City of Healdsburg has expressed a commitment to providing

and preserving affordable housing through the adoption of various plans, policies, and

programs, including the City’s General Plan Housing Element; and

WHEREAS, the City’s Inclusionary Housing Ordinance, in order to provide

affordable housing in a dispersed manner throughout the community, requires certain

residential development projects to include units that are affordable to very low, low,

and moderate income households; and

WHEREAS, 16 affordable single family homes were required through the City’s

Inclusionary Housing Ordinance as part of the Parkland Farms Subdivision; and

WHEREAS, the homes were sold to individual purchasers at prices affordable

to low and moderate incomes in 2004; and

WHEREAS, the owners of 1716 Palomino Court sold their home to the City of

Healdsburg, and the City of Healdsburg wishes to preserve the affordability of this unit;

and

WHREAS, by partnering with and conveying the land to the Housing Land

Trust of Sonoma County, which uses ground leases to keep homes affordable in

perpetuity, and subjecting the home to future resale restrictions, it will remain in the

City’s affordable housing stock; and

WHEREAS, pursuant to an Affordable Housing Agreement and Declaration

of Restrictive Covenants With Option to Purchase (“Regulatory Agreement”), the

Housing Land Trust of Sonoma County (“HLT”) will take title 1716 Palomino

Court; and

WHEREAS, pursuant to a recordable Performance Deed of Trust, the

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Housing Land Trust of Sonoma County will secure its performance under the

Regulatory Agreement; and

WHEREAS, the conveyance of land and approval of associated documents

will not result in direct or indirect physical change to the environment, and thus will

have no impact under the California Environmental Quality Act.


Healdsburg hereby:

1. Approves the "Affordable Housing Agreement and Declaration

of Restrictive Covenants with Option to Purchase" ("Regulatory

Agreement") by and between the City and HLT, in substantially

the form attached to this Resolution as Exhibit A.

2. Accepts the Performance Deed of Trust from HLT in favor of

Fidelity Title Company for the benefit of the City, in substantially

the form attached to this Resolution as Exhibit B.

3. Authorizes the conveyance of the 1716 Palomino Court to HLT

as described in substantially the form of grant deed ("HLT Grant

Deed") attached to this Resolution as Exhibit C.

4. Authorizes the City Manager to execute and record, as applicable, the (i) Regulatory Agreement upon submission of signed and executed copy of the Agreement, (ii) the HLT Grant Deed, a n d

(iii) all other instruments and agreements necessary to fulfill the requirements of this Resolution.

PASSED AND ADOPTED by the City Council of the City of

Healdsburg, County of Sonoma, State of California, this day of , 2018, by the following vote:

AYES: Councilmembers

NOES: Councilmembers

ABSENT: Councilmembers

ABSTAINING: Councilmembers

SO ORDERED: ATTEST:

Brigette Mansell, Mayor Stephanie A. Williams, City Clerk

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Exhibit A


CITY OF HEALDSBURG

401 Grove Street Healdsburg, CA 95448 Attn: City Clerk



AFFORDABLE HOUSING AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS WITH OPTION TO PURCHASE

(“REGULATORY AGREEMENT”)

This Affordable Housing Agreement and Declaration of Restrictive Covenants with Option to Purchase (this "Agreement") is entered into effective as of _____________, 2018 (“Effective Date”) by and between the City of Healdsburg, a California municipal corporation (“City”) and the Housing Land Trust of Sonoma County, a California nonprofit public benefit corporation, corporation no. C2276361 ("HLT"). City and HLT are hereafter referred to as the “Parties.”

RECITALS A. The Healdsburg City Council has developed goals to address the broad range of housing needs within the Healdsburg community, and the City Council has previously approved the City’s Housing Element pursuant to Housing Element law (Government Code section 65580, et. seq.). B. The Housing Element, goals, policies, and programs are designed to address the existing and projected housing needs of Healdsburg to promote the development of affordable housing and preserve the City’s existing affordable housing and ensure the long-term affordability of both new and existing units. C. The City has established a First Time Homebuyer (“FTHB”) whereby the City would subsidize a portion of the sale price of units in the program. D. The owners of one of the FTHB properties located at 1716 Palomino Court (the “Homeowner”) notified the City they intend to sell their house. The City has subsidized the purchase of the property. City staff has worked with the Homeowner and staff at HLT to assist the Homeowner in the sale of their property while keeping the property in the FTHB program. E. The City Council has authorized the City Manager to concurrently (i) convey the parcel located at 1716 Palomino Court, Healdsburg, CA and known as Sonoma County

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Assessor’s Parcel No. 003-180-015 (the “Parcel”) to HLT, pursuant to a Grant Deed recorded in the Official Records of Sonoma County (“Official Records”), and (ii) sell the home located thereon (the “Home”) to an eligible household (the “Eligible Buyer”). Concurrently with the foregoing transactions, HLT will lease the Parcel to the Eligible Buyer pursuant to a long-term ground lease in a form substantially the same as the form of ground lease set forth in Exhibit B attached hereto and approved by the City (the “Ground Lease”). F. HLT’s obligations under this Agreement are secured by a Performance Deed of Trust (“Performance Deed of Trust”) dated as of the date hereof, executed by HLT as Trustor for the benefit of the City and recorded against HLT’s interest in the Parcel and the Home substantially concurrently herewith.

G. The City and HLT agree that any future sale of the home will be at below market price. There is potential risk to HLT that a future formula resale price will be above or close to market price. To protect against this risk, and to meet the mission of HLT, the City of Healdsburg agrees to consider additional subsidy to “buy down affordability” at resale, if necessary, to ensure that the home’s sales remain below market price. H. The Parties have agreed to enter into and record this Agreement in order to satisfy the conditions described in these Recitals. The purpose of this Agreement is to regulate and restrict the sale price of the Home and eligibility criteria for prospective homebuyers consistent with the City’s Inclusionary Housing policy and Housing Element. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding upon HLT and HLT’s successors and assigns. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Additional terms are defined in the Recitals and the text of this Agreement. (a) "Affordable Purchase Price" means a home purchase price resulting in an average monthly housing payment (including mortgage loan principal and interest, mortgage insurance fees, property taxes and assessments, a reasonable allowance for property maintenance and repairs, homeowners insurance premiums, a reasonable utility allowance, and homeowners association dues, if any) which is affordable to households of Low-Income, Median-Income, Moderate-Income or Middle-Income, as determined using standard underwriting criteria in common use by Fannie Mae or the California Housing Finance Agency. (b) "Area Median Income" means the median household income, adjusted for household size, applicable to Sonoma County, California as published periodically by the State Department of Housing and Community Development in the California Code of Regulations, Title 25, Section 6932 pursuant to California Health and Safety Code Section 50093(c) (or successor provision).

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(c) "Eligible Buyer" means a household of Low-Income, Median-Income, Moderate-Income or Middle-Income, as applicable, which the City has determined meets the eligibility requirements for purchase of a Restricted Home. (d) “Home” means the residence and all ancillary improvements on the real property at 1716 Palomino Court, Healdsburg, California, A.P.N. 003-180-015. (e) “Low-Income” means an annual income which does not exceed eighty percent (80%) of the Area Median Income adjusted for household size.

(f) "Maximum Initial Sales Price" means the initial Affordable Purchase Price for a Home as determined by City.

(g) "Median-Income” means an annual income which does not exceed one

hundred percent (100%) of the Area Median Income, adjusted for household size.

(h) "Moderate-Income” means an annual income which does not exceed one hundred twenty percent (120%) of the Area Median Income, adjusted for household size.

(i) “Middle-Income” means an annual income which does not exceed one hundred forty percent (140%) of the Area Median Income, adjusted for household size.

(j) "Performance Deed of Trust" means the deed of trust, dated as of the date hereof, executed by HLT as Trustor for the benefit of City which secures HLT’s performance under this Agreement, and which will be recorded in the Official Records substantially concurrently herewith.

(k) “Property” means the Parcel located at 1716 Palomino Court, Healdsburg, California, A.P.N. 00-180-015, including the Home.

(l) “Restricted Home” means a home that is subject to covenants and

restrictions permanently limiting Eligible Buyers of the home to buyers of Low-Income,

Median-Income, Moderate-Income, or Middle-Income.

2. Satisfaction of Affordable Housing Obligation. Concurrently with the sale of the Home to the Eligible Buyer, HLT shall require the Eligible Buyer to execute a Ground Lease approved by the City and substantially in the form attached hereto as Exhibit B. Among other provisions, the Ground Lease will require the Home (i) to be used solely for residential purposes (ii) to be occupied as the Eligible Buyer’s principal residence, and (iii) to be permitted to be transferred only to HLT, another Eligible Buyer, or upon the death of the Eligible Buyer, to the Eligible Buyer’s heirs who qualify as Low-Income, Median-Income, or Moderate-Income, as applicable. HLT agrees that the intent of this Agreement and the Ground Lease is that the Home shall be permanently affordable to Eligible Buyers of Low-Income, Median-Income, or Moderate-Income, as applicable, and HLT agrees that resale of the Home shall be so restricted pursuant to the Ground Lease. 3. Marketing and Sale to Eligible Buyers. City shall cooperate with HLT to identify

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Eligible Buyer(s); however, HLT will have primary responsibility for marketing the Home, finding qualified Eligible Buyers, and screening and selecting applicants. City shall have no obligation to pay costs related to marketing, sales efforts or real estate commissions. HLT agrees that it shall comply with applicable fair housing laws in the marketing and sale, as applicable, of the Home. 4. Deed of Trust and Ground Lease; City Review of Documents. Upon request, HLT agrees that it shall provide the following to City: (a) the form of Purchase and Sale Agreement to be used for sale of the Home, and (b) the form of Ground Lease to be executed by the Eligible Buyers. Concurrently with the execution of this Agreement, HLT shall execute and deliver the Performance Deed of Trust for the benefit of City, securing HLT’s obligations under this Agreement. The Performance Deed of Trust will be recorded in the Official Records substantially concurrently with the recordation of this Agreement. 5. Compliance Reports, Inspections, Monitoring. Upon completion of the sale of the Home, and annually thereafter by no later than June 30th of each year, upon City’s request, HLT shall submit to City a Compliance Report verifying HLT’s compliance with this Agreement, and certified as correct by HLT under penalty of perjury. The Compliance Report shall be in such format as City may reasonably request and shall contain certifications regarding the eligibility of the Eligible Buyers and evidence of the Eligible Buyer’s and HLT’s execution of the Ground Lease. HLT shall retain all records related to compliance with this Agreement, and shall make such records available to City or its designee for inspection and copying on five (5) business days' written notice. HLT shall permit City and its designees to inspect the Property to monitor compliance with this Agreement following two (2) business days' written notice. 6. Covenants Run with the Land. The covenants and conditions herein contained shall apply to and bind, during their respective periods of fee ownership, HLT and its heirs, executors, administrators, successors, transferees, and assignees having or acquiring any right, title or interest in or to any part of the Property and shall run with and burden such portions of the Property. This Agreement shall remain in effect in perpetuity unless released by City pursuant to an instrument recorded in the Official Records. 7. Default and Remedies. Failure of HLT to cure any default in HLT's obligations under this Agreement within thirty (30) days after the delivery of a notice of default from the City will constitute an Event of Default under this Agreement. In addition to remedies set forth in this Agreement, the City may exercise any and all remedies available under law or in equity, including, but not limited to, the exercise of City’s remedies under the Performance Deed of Trust, and the exercise of City’s Option (as described in Section 8 below), instituting against HLT or other applicable parties, a civil action for declaratory relief, injunction or any other equitable relief, or relief at law, including, without limitation, an action to rescind a transaction and/or to require repayment of any funds received in connection with such a violation.

8. Option to Purchase, Enter and Possess. City shall have the right at its option to purchase, enter and take possession of the Property or any portion thereof owned by HLT with all improvements thereon (the "Option"), if, at or after

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the initial sale of the Home to Eligible Buyers, the Home is sold to persons who do not qualify as Eligible Buyers. In such event, City shall have an option to purchase the Home at the Affordable Purchase Price as determined pursuant to this Agreement, or the City may pursue any remedies it may have under this Agreement, the Performance Deed of Trust or under law or in equity. To exercise the Option, City shall pay to HLT cash in an amount equal to:

(i) The fair market value of the Home at the time of exercise of the Option; less

(ii) Any gains or income withdrawn or made by HLT from the applicable portion of the Property; less

(iii) The value of any liens or encumbrances on the applicable portion of the Property which the City assumes or takes subject to; less

(iv) Any damages to which the City is entitled under this Agreement by reason of HLT's default.

In order to exercise the Option, the City shall give HLT notice of such exercise, and HLT shall, within thirty (30) days after receipt of such notice, provide the City with a summary of all of HLT’s costs incurred as described in this Section. Within sixty (60) days of the City’s receipt of such summary, the City shall pay into an escrow established for such purpose cash in the amount of all sums owing pursuant to this Section 8, and HLT shall execute and deposit into such escrow (i) a grant deed transferring to the City all of HLT’s interest in the Property, or portion thereof, as applicable and the improvements located thereon, and (ii) an assignment agreement in form acceptable to City assigning HLT’s interest in the Ground Lease to City. The City shall have the right to assign the Option to another public agency, a nonprofit corporation, or to an Eligible Buyer. Notwithstanding anything to the contrary set forth herein, if City or its assignee exercises the Option, HLT shall remain liable for all liabilities and obligations of the lessor accruing under the Ground Lease prior to the date that title to the Parcel is transferred to City or City’s assignee.

9. Mortgagee Protection. The City’s rights pursuant to Section 8 shall not defeat, limit or render invalid any mortgage or deed of trust recorded against the Property or any portion thereof, including without limitation, the Home. Any conveyance of the Property to the City pursuant to Section 8 shall be subject to mortgages and deeds of trust permitted by this Agreement.

10. Remedies Cumulative. No right, power, or remedy specified in this Agreement is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy available to the City under law or in equity. Neither the failure nor any delay on the part of the City to exercise any such rights, powers or remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the City of any such right, power or remedy preclude any other or further exercise of such right, power or remedy, or any other right, power or remedy. 11. Attorneys’ Fees and Costs. The City shall be entitled to receive from HLT or any

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person violating the requirements of this Agreement, in addition to any remedy otherwise available under this Agreement or at law or equity, whether or not litigation is instituted, the costs of enforcing this Agreement, including without limitation reasonable attorneys' fees and the costs of City staff time. In any dispute arising in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees. 12. Appointment of Other Agencies. In its sole discretion, the City may designate, appoint or contract with any other person, public agency or public or private entity to perform some or all of the City's obligations under this Agreement. 13. Hold Harmless. HLT agrees to indemnify, defend (with counsel approved by the City) and hold harmless City and its elected and appointed officials, officers, employees, representatives and agents (all of the foregoing, collectively the "Indemnitees") from and against all liability, loss, cost, claim, demand, action, suit, legal or administrative proceeding, penalty, deficiency, fine, damage and expense (including, without limitation, reasonable attorney's fees and costs of litigation) (all of the foregoing, collectively hereinafter “Claims”) arising or allegedly arising out of or relating in any manner to the Home, the Property, or HLT's performance or nonperformance under this Agreement, except to the extent arising from the gross negligence or willful misconduct of the City. The provisions of this section shall survive the expiration or other termination of this Agreement or any release of part or all of the Property from the burdens of this Agreement. 14. Insurance Requirements. HLT shall obtain and maintain at HLT’s expense, Commercial General Liability, naming Indemnitees as additional insureds with aggregate limits of not less than Two Million Dollars ($2,000,000) for bodily injury and death or property damage including coverage for contractual liability and premises operations, purchased from an insurance company duly licensed to issue such insurance in the State of California, with a current Best’s Key Rating of not less than A-V, such insurance shall be evidenced by an endorsement which so provides and delivered to the City prior to the Effective Date. 15. Notices. All notices required pursuant to this Agreement shall be in writing and may be given by personal delivery or by registered or certified mail, return receipt requested, to the party to receive such notice at the addresses set forth below:

City: City of Healdsburg

401 GroveStreet Healdsburg, CA 95448 Attn: City Clerk

HLT:

Housing Land Trust of Sonoma County P.O. Box 5431 Petaluma, CA 94955-5431

Attn: Executive Director

Any party may change the address to which notices are to be sent by notifying the other parties of the new address, in the manner set forth above.

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17. Integrated Agreement; Amendments. This Agreement, including the exhibits hereto, together with the Performance Deed of Trust, including the exhibits thereto, constitutes the entire Agreement between the Parties with respect to the subject matter hereof. No modification of or amendment to this Agreement shall be binding unless reduced to writing and signed by the Parties. The City Manager or his or her designee shall have authority to approve or disapprove minor or technical amendments to this Agreement on behalf of the City. 18. Subordination; Execution of Riders for the Benefit of Mortgage Lenders. City agrees that if required in order to assist Eligible Buyers to secure purchase money financing for the acquisition of a Home, the City will enter into a subordination agreement with a purchase money lender to subordinate this Agreement under such terms as the City and the purchase money lender shall negotiate provided that City is granted reasonable notice and cure rights under the first mortgage. The City further agrees that if City succeeds to the interest of HLT under the Ground Lease applicable to the Home pursuant to the exercise of City’s remedies under this Agreement or the Performance Deed of Trust, the City agrees that it shall recognize the Lessee under the Ground Lease and shall comply with the requirements of Fannie Mae Form 2100 (3/06) and Fannie Mae Announcement 06-03 or similar successor policy, as such documents may be modified or amended. 19. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 20. Further Assurances; Action by the City. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the City Manager or by any person who shall have been designated by the City Manager, without further approval by the City Council unless the City Manager determines in his or her discretion that such action requires such approval. 21. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to principles of conflicts of law. The Parties consent to the jurisdiction of any federal or state court in the jurisdiction in which the Property is located (the “Property Jurisdiction”). The Parties agree that any controversy arising under or in relation to this Agreement shall be litigated exclusively in courts having jurisdiction in the Property Jurisdiction. HLT irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. 22. No Waiver. Any waiver by the City of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by the City to take action on any breach or default of HLT or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to HLT to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by the City to any act or omission by HLT shall not be construed to be a consent to any other or subsequent act

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or omission or to waive the requirement for the City 's written consent to future waivers. 23. Headings. The titles of the sections and subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of the Agreement's provisions. 24. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. 25. Severability. If any provision contained in this Agreement is to be held by a court of competent jurisdiction to be void or unenforceable the remaining portions of this Agreement shall remain in full force and effect. 26. Exhibits. The following exhibits attached to this Agreement are hereby incorporated herein by reference:

Exhibit A Legal Description of the Parcel

Exhibit B Form of Ground Lease

[SIGNATURES ON FOLLOWING PAGE; SIGNATURES MUST BE NOTARIZED]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. HLT: Housing Land Trust of Sonoma County, A nonprofit public benefit corporation By:__________________________________ Its:__________________________________ CITY : City of Healdsburg, a California municipal corporation By:__________________________________ David Mickaelian, City Manager ATTEST:_______________________

Stephanie A. Williams, City Clerk APPROVED AS TO FORM: By:_________________________________ Samantha W. Zutler, City Attorney

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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ) County of Sonoma )

On , 20__, before me, ________________, a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (seal) Notary Public

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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ) County of Sonoma )

On , 20__, before me, ________________, a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (seal) Notary Public

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Exhibit A

LEGAL DESCRIPTION OF THE PARCEL


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Exhibit B

[Attach Form of Ground Lease]

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Exhibit B


CITY OF HEALDSBURG

401 Grove Street, Healdsburg, CA 95448 Attn: City Clerk



PERFORMANCE DEED OF TRUST

THERE ARE RESTRICTIONS ON THE SALE OF THE PROPERTY ENCUMBERED BY THIS DEED OF TRUST. EXCEPT FOR A TRANSFER TO THE CITY OF HEALDSBURG (THE “CITY”) OR CITY’S ASSIGNEE FOLLOWING CITY’S EXERCISE OF ITS OPTION TO PURCHASE, THE HOMES CONSTRUCTED ON THIS PROPERTY MAY ONLY BE SOLD TO “ELIGIBLE HOUSEHOLDS” AT A PRICE NOT TO EXCEED AN “AFFORDABLE PURCHASE PRICE.” This PERFORMANCE DEED OF TRUST (“Deed of Trust”) is made as of ____________2018 (“Effective Date”) by The Housing Land Trust of Sonoma County, a nonprofit public benefit corporation, corporation no. C2276361 (“Trustor”), in favor of Fidelity National Title Company (“Trustee”), for the benefit of the City of Healdsburg, a California municipal corporation (“City” or “Beneficiary”) as Beneficiary.

RECITALS

A. Trustor is the owner of the real property located at 1716 Palomino Court, Healdsburg, California, and more particularly described herein as the “Property”. B. Trustor shall cause the Property to be leased to Eligible Buyers pursuant to a ninety-nine (99)-year renewable Ground Lease (the “Ground Lease”), and the terms of that certain Affordable Housing Agreement and Declaration of Restrictive Covenants with Option to Purchase (the “Affordable Housing Agreement”) dated as of ____________, 2018 and executed by the Parties and recorded substantially concurrently herewith in the Official Records of Sonoma County (the “Official Records”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Affordable Housing Agreement.

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C. Pursuant to the Affordable Housing Agreement, Trustor is obligated, among other requirements, to enter into a ground lease with the owner of the Home constructed on the Property to ensure that the Home is purchased only by Eligible Buyers at a price not in excess of the Affordable Purchase Price.

D. The Affordable Housing Agreement also provides (among other provisions) that Beneficiary has an option to purchase the Property or part thereof if Trustor defaults under the Affordable Housing Agreement.

NOW, THEREFORE, to secure the full and timely performance by Trustor of the Secured Obligations (defined below), it is agreed as follows: 1. Grant in Trust. Trustor, in consideration of the promises herein recited and the trust herein created, hereby irrevocably and unconditionally grants, transfers, conveys and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale, all estate, right title and interest which Trustor now has or may later acquire in and to that certain real property located in the City of Healdsburg, County of Sonoma, State of California, described in the attached Exhibit A (the “Parcel”) together with all of the following: (i) all improvements now or hereafter located or constructed on the Property, and all replacements and additions thereto, specifically excluding any such improvements owned by any lessee under the Ground Lease (“Improvements”);

(ii) all easements, rights of way, appurtenances and other rights used in connection with the Property or as a means of access thereto (“Appurtenances”);

(iii) all fixtures now or hereafter attached to or used in and about the Property or the improvements located thereon or hereafter located or constructed on the Property, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to the improvements in any manner, specifically excluding any such fixtures owned by any lessee under the Ground Lease (“Fixtures and Equipment”); and

(iv) all leases, subleases, licenses and other agreements relating to use or occupancy of the Property (“Leases”) and all rents or other payments which may now or hereafter accrue or otherwise become payable to or for the benefit of Trustor (“Rents”) (whether or not such Leases and Rents are permitted by the Affordable Housing Agreement).

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All of the above-referenced Parcel, Improvements, Appurtenance, Fixtures and Equipment, Leases and Rents are herein referred to collectively as the “Property”. 2. Obligations Secured. This Deed of Trust is given for the purpose of securing payment and performance of the following (the “Secured Obligations”): (i) all present and future obligations of Trustor set forth in this Deed of Trust or in the Affordable Housing Agreement (including, without limitation, Trustor’s obligation to ensure that the Home is conveyed only to Eligible Buyers at no more than the Affordable Purchase Price); (ii) all additional present and future obligations of Trustor to Beneficiary under any other agreement or instrument acknowledged by Trustor (whether existing now or in the future) which states that it is or such obligations are, secured by this Deed of Trust; (iii) all modifications, supplements, amendments, renewals, and extensions of any of the foregoing, whether evidenced by new or additional documents; and (iv) reimbursement of all amounts advanced by or on behalf of Beneficiary to protect Beneficiary’s interests under this Deed of Trust. 3. Assignment of Rents, Issues, and Profits. Trustor hereby irrevocably, absolutely, presently and unconditionally assigns to Beneficiary the rents, royalties, issues, profits, revenue, income and proceeds of the Property. This is an absolute assignment and not an assignment for security only. Beneficiary hereby confers upon Trustor a license to collect and retain such rents, royalties, issues, profits, revenue, income and proceeds as they become due and payable prior to any Event of Default hereunder. Upon the occurrence of any such Event of Default, Beneficiary may terminate such license without notice to or demand upon Trustor and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to any indebtedness secured hereby, and in such order as Beneficiary may determine. Beneficiary’s right to the rents, royalties, issues, profits, revenue, income and proceeds of the Property does not depend upon whether or not Beneficiary takes possession of the Property. The entering upon and taking possession of the Property, the collection of such rents, issues, and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If an Event of Default occurs while Beneficiary is in possession of all or part of the Property and/or is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted hereunder. Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Parcel and Improvements, Beneficiary

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shall not be deemed to be a “mortgagee in possession,” shall not be responsible for performing any obligation of the lessor under any Lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it , and unless due solely to the willful misconduct or gross negligence of Beneficiary, shall not be responsible for any dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property. 4. Fixture Filing. This Deed of Trust is intended to be and constitutes a fixture filing pursuant to the provisions of the California Uniform Commercial Code ( the “UCC”) with respect to all of the Property constituting fixtures, is being recorded as a fixture financing statement and filing under the UCC, and covers property, goods and equipment which are or are to become fixtures related to the Parcel and the Improvements. Trustor covenants and agrees that this Deed of Trust is to be filed in the real estate records of Sonoma County and shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 and other applicable provisions of the UCC. This Deed of Trust shall also be effective as a financing statement covering minerals or the like (including oil and gas) and accounts subject to the UCC, as amended. Trustor shall be deemed to be the “debtor” and Beneficiary shall be deemed to be the “secured party” for all purposes under the UCC. 5. Trustor’s Representations, Warranties and Covenants.

5.1 Trustor’s Estate. Trustor represents and warrants that Trustor is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Property in accordance herewith, that other than this Deed of Trust, the Property is encumbered only by the Affordable Housing Agreement and such other instruments as Trustor has disclosed to Beneficiary in writing. Trustor agrees to warrant and defend generally the title to the Property against all claims and demands, subject to any declarations, easements or restrictions of record as of the date hereof.

5.2 Affordable Housing Agreement. Trustor will observe and perform all of Trustor’s covenants and agreements set forth in the Affordable Housing Agreement.

5.3 Senior Loans. Trustor will observe and perform all of the covenants and agreements of any loan documents evidencing or securing loans secured by the Property and any other instruments that are senior in priority to this Deed of Trust.

5.4 Charges; Liens. Trustor will pay prior to delinquency, all taxes, assessments and other charges, fines and impositions affecting the Property directly to the payee thereof. Upon request by the City, Trustor will promptly furnish to the City all notices of such amounts due. Trustor shall pay when due

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each obligation secured by or reducible to a lien, charge or encumbrance which now does or later may encumber or appear to encumber all or part of the Property or any interest in it, whether or not such lien, charge or encumbrance is or would be senior or subordinate to this Deed of Trust. Trustor shall not be required to pay any tax, levy, charge or assessment so long as its validity is being actively contested in good faith and by appropriate actions and/or proceedings which will operate to prevent the enforcement of the lien or forfeiture of the Property or any part thereof.

5.5 Hazard Insurance.

Trustor will keep the Property insured by a standard all risk property insurance policy equal to the replacement value of the Property (adjusted every five (5) years by appraisal, if requested by the City). If the Property is located in a flood plain, Trustor shall also obtain flood insurance. In no event shall the amount of insurance be less than the amount necessary to prevent Trustor from becoming a co-insurer under the terms of the policy. The insurance carrier providing this insurance shall be licensed to do business in the State of California and be chosen by Trustor subject to approval by the City. All insurance policies and renewals thereof will be in a form acceptable to the City, and will include a standard mortgagee clause with standard lender’s endorsement in favor of City as its interests may appear and in a form acceptable to the City. The City shall have the right to hold, or cause its designated agent to hold, the policies and renewals thereof, and Trustor shall promptly furnish to the City, or its designated agent, the original insurance policies or certificates of insurance, all renewal notices and all receipts of paid premiums. In the event of loss, Trustor will give prompt notice to the insurance carrier and the City or its designated agent. The City, or its designated agent, may make proof of loss if not made promptly by Trustor. The City shall receive thirty (30) days advance notice of cancellation of any insurance policies required under this section. Unless otherwise permitted by the City in writing, insurance proceeds, subject to the rights of any senior lienholder, will be applied to restoration or repair of the Property damaged. If permitted by City, and subject to the rights of any senior lienholder, the insurance proceeds shall be used to repay any amounts due under the Affordable Housing Agreement, with the excess, if any, paid to Trustor. If the Property is abandoned by Trustor, or if Trustor fails to respond to the City, or its designated agent, within thirty (30) days from the date notice is mailed by either of them to Trustor that the insurance carrier offers to settle a claim for insurance benefits, the City, or its designated agent, is authorized to collect and apply the insurance proceeds at the City’s option either to restoration or repair of the Property or to pay amounts due under the Affordable Housing Agreement.

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Notwithstanding anything to the contrary set forth herein, during such time that Trustor is not the owner in fee of the Improvements, Trustor may satisfy the requirements of this Section by ensuring that Beneficiary is named as additional insured/loss payee as Beneficiary’s interests may appear under the policies of insurance Trustor requires the fee owner(s) of such Improvements to maintain. If the Property is acquired by the City, all right, title and interest of Trustor in and to any insurance policy and in and to the proceeds thereof resulting from damage to the Property prior to the sale or acquisition will pass to the City to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition, subject to the rights of any senior lienholder.

During the course of any construction on the Property, Trustor shall hire only licensed contractors who maintain the following forms of insurance:

Liability Insurance. Comprehensive general liability insurance against liability for bodily injury to or death of any person or property damage arising out of an occurrence on or about the Property. The limits of such insurance shall be not less than Two Million Dollars ($2,000,000) combined single limit for bodily injury and property damage.

Workers’ Compensation Insurance. Workers’ compensation insurance covering all persons employed in connection with any work on the Property.

5.6 Preservation and Maintenance of Property. Trustor will keep the Property in good repair and in a neat, clean, and orderly condition and will not commit waste or permit impairment or deterioration of the Property. If there arises a condition in contravention of this Section, and if the Trustor has not cured such condition within thirty (30) days after receiving a City notice of such a condition, then in addition to any other rights available to the City, the City shall have the right (but not the obligation) to perform all acts necessary to cure such condition, and to establish or enforce a lien or other encumbrance against the Property to recover its cost of curing.

5.7 Protection of the City’s Property Interest. If Trustor fails to perform the covenants and agreements contained in this Deed of Trust or if any action or proceeding is commenced which materially affects the City’s interest in the Property, including, but not limited to, default under any senior lienholder document, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then the City, at the City’s option, without releasing Trustor from any obligation hereunder, may make such appearances, disburse such sums and take such action as it determines necessary to protect the City’s interest, including but not limited to, disbursement

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of reasonable attorneys’ fees and entry upon the Property to make repairs. Any amounts disbursed by the City pursuant to this paragraph, with interest thereon, will become an indebtedness of Trustor secured by this Deed of Trust. Unless Trustor and City agree to other terms of payment, such amount will be payable upon notice from the City to Trustor requesting payment thereof, and will bear interest from the date of disbursement at the lesser of (i) ten percent (10%); or (ii) the highest rate permissible under applicable law. Nothing contained in this paragraph will require the City to incur any expense or take any action hereunder.

5.8 Inspection. The City may make or cause to be made reasonable entries upon and inspections of the Property; provided that the City will give Trustor reasonable notice of inspection.

5.9 Hazardous Substances. Trustor shall not cause or permit the

presence, use, disposal, storage, or release of any Hazardous Substances in, on, under, about, or from the Property. Trustor shall not do, nor allow anyone else to do, anything affecting the Property that is in violation of any Environmental Law. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Property when used and disposed of in accordance with Environmental Law.

“Hazardous Substances” means any substance defined as toxic or as a hazardous substance or hazardous waste, or regulated under any Environmental Law, and the following substances: gasoline, kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials. “Environmental Law” means all federal, state or local statutes, ordinances, regulations, orders, decrees and judgments that relate to health, safety or environmental protection including without limitation the regulation of the use, disposal, manufacture, or release of Hazardous Substances. Trustor shall promptly give City written notice of any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Property and any Hazardous Substance or Environmental Law of which Trustor has actual knowledge. If Trustor learns, or is notified by any governmental or regulatory authority, that any removal or other remediation of any Hazardous Substance affecting the Property is necessary, Trustor shall promptly take all necessary remedial actions in accordance with Environmental Law. 6. Nonliability for Negligence, Loss, or Damage; No Joint Venture. Trustor acknowledges, understands and agrees that City does not undertake or assume

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any responsibility for or duty to Trustor to select, review, inspect, supervise, pass judgment on, or inform Trustor of the quality, adequacy or suitability of the Property or any other matter. The City owes no duty of care to protect Trustor against negligent, faulty, inadequate or defective building or construction or any condition of the Property, and Trustor agrees that neither Trustor, nor Trustor’s heirs, successors or assigns shall ever claim, have or assert any right or action against the City for any loss, damage or other matter arising out of or resulting from any condition of the Property, and Trustor will hold City harmless from any liability, loss or damage for these things. Nothing contained herein or in the Affordable Housing Agreement shall be deemed to create or construed to create a partnership, joint venture or any relationship other than that of a borrower and lender. 7. Indemnity. Trustor agrees to defend, indemnify, and hold the City of Healdsburg and its elected and appointed officials, officers, employees, and agents (“Indemnitees”) harmless from and against all losses, damages, liabilities, claims, actions, judgments, costs, and reasonable attorneys’ fees that the Indemnitees may incur as a direct or indirect consequence of Trustor’s failure to perform any obligations as and when required by the Affordable Housing Agreement and this Deed of Trust. 8. Acceleration; Remedies. Upon Trustor’s breach of any covenant or agreement of Trustor in the Affordable Housing Agreement or this Deed of Trust, including, but not limited to, the covenants to pay, when due, any sums secured by this Deed of Trust, the City, prior to the exercise of its remedies hereunder, will mail by express delivery with delivery receipt, notice to Trustor specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, not less than thirty (30) days from the date the notice is received by Trustor as shown on the return receipt, by which such breach is to be cured; and (4) if the breach is curable, that failure to cure such breach on or before the date specified in the notice may result in City’s exercise of remedies and the sale of the Property. The notice will also inform Trustor of Trustor’s right to reinstate and the right to bring a court action to assert the nonexistence of default or any other defense of Trustor to the exercise of such remedies. If the breach is not cured on or before the date specified in the notice, the City, at the City’s option, may:

(a) declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by California law;

(b) either in person or by agent, with or without bringing any action or

proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Property and take possession thereof (or any part thereof) and of any of the Property, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase

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the income therefrom or protect the security thereof. The entering upon and taking possession of the Property shall not cure or waive any breach hereunder or invalidate any act done in response to such breach and, notwithstanding the continuance in possession of the Property, the City shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any uncured breach, including the right to exercise the power of sale;

(c) commence an action to foreclose this Deed of Trust as a mortgage,

appoint a receiver, or specifically enforce any of the covenants hereof; (d) deliver to Trustee a written declaration of default and demand for sale,

pursuant to the provisions for notice of sale found at California Civil Code Sections 2924 et seq., as amended from time to time; or

(e) exercise all other rights and remedies provided herein, in the

instruments by which the Trustor acquires title to any Property, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law. The City shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph, including, but not limited to, reasonable attorneys’ fees. 9. Trustor’s Right to Reinstate. Notwithstanding the City’s acceleration of the sums secured by this Deed of Trust or City’s pursuit of other remedies hereunder, Trustor will have the right to have any proceedings begun by the City to enforce this Deed of Trust discontinued at any time prior to five (5) days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if: (a) Trustor pays City all sums which would be then due under this Deed of Trust if there were no acceleration under this Deed of Trust or the Affordable Housing Agreement; (b) Trustor cures all breaches of any other covenants or agreements of Trustor contained in the Affordable Housing Agreement or this Deed of Trust; (c) Trustor pays all reasonable expenses incurred by City and Trustee in enforcing the covenants and agreements of Trustor contained in the Affordable Housing Agreement or this Deed of Trust, and in enforcing the City’s and Trustee’s remedies, including, but not limited to, reasonable attorney’s fees; and (d) Trustor takes such action as City may reasonably require to assure that the lien of this Deed of Trust, City’s interest in the Property and Trustor’s obligation to pay the sums and perform the obligations secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby will remain in full force and effect as if no acceleration had occurred. 10. Reconveyance. Upon the expiration or termination of the Affordable Housing Agreement if the Trustor is not in violation of any provisions of this Deed

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of Trust or the Affordable Housing Agreement, the City will request Trustee to reconvey the Property and will surrender this Deed of Trust and the Affordable Housing Agreement to Trustee. Trustee will reconvey the Property without warranty and without charge to the person or persons legally entitled thereto. Such person or persons will pay all costs of recordation, if any. 11. Substitute Trustee. The City, at the City’s option, may from time to time remove Trustee and appoint a successor trustee to any Trustee appointed hereunder. The successor trustee will succeed to all the title, power and duties conferred upon the Trustee herein and by applicable law. 12. Subordination. City agrees that if required in order to assist Eligible Buyers to secure purchase money financing for the acquisition of the Home, the City will enter into a subordination agreement with a purchase money lender to subordinate this Deed of Trust under such terms as the City and the purchase money lender shall negotiate provided that City is granted reasonable notice and cure rights under the first mortgage. The City further agrees that if City succeeds to the interest of Trustor under any ground lease applicable to any one or more home constructed on the Property pursuant to the exercise of City’s remedies under the Affordable Housing Agreement or this Deed of Trust, the City agrees that it shall recognize the Lessee under such ground lease and shall comply with the requirements of Fannie Mae Form 2100 (3/06) and Fannie Mae Announcement 06-03 or similar successor policy, as such documents may be modified or amended. 13. Request for Notice. City requests that copies of the notice of default and notice of sale be sent to City at the address set forth in Section 15.5. 14. Miscellaneous.

14.1 Forbearance by the City Not a Waiver. Any forbearance by the

City in exercising any right or remedy will not be a waiver of the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by the City will not be a waiver of the City’s right to require satisfaction of any obligations secured by this Deed of Trust. 14.2 Remedies Cumulative. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or any other document, or afforded by law or equity, and may be exercised concurrently, independently or successively.

14.3 Successors and Assigns Bound. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the City and Trustor subject to the provisions of this Deed of Trust.

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14.4 Joint and Several Liability. If this Deed of Trust is executed by more than one person as Trustor, the obligations of each shall be joint and several.

14.5 Notices. Except for any notice required under applicable law to be given in another manner, any notice to Trustor or to City pursuant to this Deed of Trust will be given by certified mail, return receipt requested, express delivery with delivery receipt or personal delivery with delivery receipt, addressed to the applicable party at the address shown below, or such other address as such party may designate by notice to the other party as provided herein. Notice shall be effective as of the date received by City as shown on the return receipt.

City: City of Healdsburg 401 Grove Street Healdsburg, CA 95448 Attn: City Clerk

Trustor: Housing Land Trust of Sonoma County


Attn: Executive Director Trustee: Fidelity National Title Company

1201 Vine Street, Suite 101 Healdsburg, CA 95448 Attn: Nancy Avansino

14.6 Governing Law. This Deed of Trust shall be governed by the laws

of the State of California.

14.7 Severability. In the event that any provision or clause of this Deed of Trust or the Affordable Housing Agreement conflicts with applicable law, such conflict will not affect other provisions of this Deed of Trust or the Affordable Housing Agreement which can be given effect without the conflicting provision, and to this end the provisions of the Deed of Trust and the Affordable Housing Agreement are declared to be severable.

14.8 Captions. The captions and headings in this Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof.

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14.9 Nondiscrimination. Trustor covenants by and for itself and its successors and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, religion, creed, age, disability, sex, sexual orientation, marital status, ancestry or national origin in the sale, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Trustor or any person claiming under or through Trustor establish or permit any such practice or practices of discrimination or segregation with reference to the use, occupancy, or transfer of the Property. The foregoing covenant shall run with the land.

[SIGNATURE ON FOLLOWING PAGE; SIGNATURE MUST BE NOTARIZED.]

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IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above.

TRUSTOR: HOUSING LAND TRUST OF SONOMA COUNTY A nonprofit public benefit corporation By: _________________________________ Its:__________________________________

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ACKNOWLEDGMENT

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

STATE OF CALIFORNIA ) ) COUNTY OF SONOMA ) On _____________ 20__, before me, _______________, a Notary Public, in and for said State and County, personally appeared _______________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ____________________________ Notary Public

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EXHIBIT A

LEGAL DESCRIPTION


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Exhibit C

ExhE

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:

City of Healdsburg

401 Grove Street

Healdsburg, CA 95448

Attention: City Clerk

EXEMPT FROM RECORDING FEES PER

GOVERNMENT CODE §§6103, 27383

(SPACE ABOVE THIS LINE RESERVED FOR

RECORDER’S USE)

GRANT DEED

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

The City of Healdsburg, a municipal corporation (“Grantor”), hereby grants and conveys to the Housing Land Trust of Sonoma County, a California nonprofit public benefit corporation (“Grantee”), that real property in the City of Healdsburg, County of Sonoma, State of California, described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Property”). 1. The Property is conveyed and accepted subject to current real property taxes and all unpaid general and special taxes/bonds and assessments; and all encumbrances, easements, covenants, conditions, restrictions, reservations, rights, rights of way of record, and/or disclosed by an inspection. 2. The Property is conveyed pursuant to that certain Affordable Housing Agreement and Declaration of Restrictive Covenants with Option to Purchase (“Regulatory Agreement”) executed by Grantor and Grantee as of ____________, 2018 and recorded substantially concurrently herewith in the Official Records of Sonoma County. Grantee covenants and agrees that the Property and any improvements thereon will be used solely for the purposes, and on the terms and conditions, described in the Regulatory Agreement.

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3. This Grant Deed may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Grantor and Grantee have executed this Grant Deed as of this ______ day of ___________, 2018.

GRANTOR: THE CITY OF HEALDSBURG, a municipal corporation By: _______________________________ David Mickaelian, City Manager

ATTEST: By: ___________________________ Stephanie A. Williams, City Clerk

GRANTEE: THE HOUSING LAND TRUST OF SONOMA COUNTY, a California nonprofit public benefit corporation By: __________________________________ Its: _______________________________

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STATE OF CALIFORNIA ) ) COUNTY OF SONOMA ) On , 20__, before me, ______________________, (here insert name and title of the officer), personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


Signature _______________________________ (Seal)

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STATE OF CALIFORNIA )

) COUNTY OF SONOMA ) On , 20__, before me, ______________________, (here insert name and title of the officer), personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


Signature _______________________________ (Seal)

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Exhibit A

LEGAL DESCRIPTION

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CITY OF HEALDSBURG



SUBJECT: Written Communication from Community Services Director Themig

regarding Parks and Recreation Commission actions taken on September

12, 2018

PREPARED BY: Mark Themig, Community Services Director




No action required.

BACKGROUND:

As a way of keeping the Council informed of the matters/issues before the Parks and Recreation

Commission, a report on actions taken at the immediately prior Commission meeting is being

provided to the City Council.

This report is not required by the Healdsburg Municipal Code, City Council resolution or state

law and requires no action from the City Council.


Attached, for your information and receipt, is the report on the discussion taken by the Parks and

Recreation Commission at its September 12, 2018 meeting.

ALTERNATIVES:

None.

FISCAL IMPACT:

There is no fiscal impact resulting from the proposed action.


Pursuant to Title 14, the California Code of Regulations, Section 15302(c) of the California

Environmental Quality Act (“CEQA”) guidelines, the proposed action is an administrative

activity of the City that will not result in direct or indirect physical changes to the environment.

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ATTACHMENT(S):

Report to Council

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REPORT TO THE CITY COUNCIL

Subject: Summary of September 12, 2018 Parks & Recreation Commission Meeting

Recommended Action: No action required. 1. Roll Call

Commissioners Present: Birdsong, Dobley, Herrod, Lambert, Mota, Scott, Tripathi Commissioners Absent: None Staff: Office Assistant Salas, Recreation Supervisor Perdigao, Parks

Superintendent Licea, Active Adult and Senior Services Supervisor Grant, Recreation Manager Jahns, Community Services Director Themig

2. PUBLIC COMMENTS

None.

3. NEW BUSINESS a) Addition of Pickleball to Giorgi Park Tennis Courts

The Commission received a report on the growing sport of pickleball – and activity that is suitable for all ages – and considered a recommendation to add pickleball lines to the west tennis court at Giorgi Park. The Commission received approximately 60 minutes of public comment and discussion on the merits and disadvantages of painting pickleball lines. Commission Tripathi, seconded by Mota, motioned to support staff’s recommendation to stripe pickleball on the west Giorgi Park tennis court. The motion carried 7-0.

a) Community Services Project Update The Commission received an update on Community Services projects.

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10/15/2018 – Page 1

CITY OF HEALDSBURG CITY COUNCIL FUTURE AGENDA ITEMS

(NOTE: The schedule is tentative and subject to change pending final publication and posting of the City Council meeting agenda)

November 5 Award Sunset Tank Replacement Contract

The Oaks at Foss Creek Inclusionary Housing Agreement

Year-end Financial Report

Land Paths Professional Services Agreement

Request from Bike Healdsburg to Continue Operation of Pedicab Business

Healdsburg Ridge Transfer Agreement

Transportation Advisory Commission vacancy

Local Preference for Affordable Housing Resolution

November 19 Senior Center Parking Amendment

Update on Roundabout

Resolution – Greenhouse Gas Reduction Measures

Update on Growth Management Policies and Procedures

Liability Delegation

Emergency Management Pamphlet

December 3 Final Map – Oaks at Foss Creek

AB1600 Report

Master Fee Schedule Update

Hotels Land Use Amendment

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Municipal Code Amendment – Parks & Special Events

Parks Master Planning

December 17

January 7 Park & Recreation Land Ordinance Amendment

Montage Update

January 21 Second Homeownership

Presentation on Pension Stabilization

February 4

(NOTE: The schedule is tentative and subject to change pending final publication and posting of the City Council meeting agenda)

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