Agenda packet — Cotati City Council, September 10, 2024 (part 1 of 7)

AGENDA

JOINT MEETING OF THE COTATI CITY COUNCIL AND THE SUCCESSOR AGENCY TO THE

FORMER COTATI COMMUNITY REDEVELOPMENT AGENCY
City Council Chamber, City Hall 201 W. Sierra Avenue
Tuesday, September 10, 2024
6:00 PM REGULAR MEETING
The Cotati City Council welcomes you to its meetings that are generally scheduled for the 2nd and 4th Tuesday of every month. Your interest and participation are encouraged and appreciated.

City Council meeting agendas, minutes and recordings are posted on the City’s Meeting Portal at www.cotaticity.org. For questions about the agenda or to receive the City Council agenda by e-mail, contact the Deputy City Clerk at [email protected] or 707-665-3622.

Cotati City Council Meetings will be conducted in person in the Council Chamber. To guarantee your ability to participate, you must attend the meeting in person. As a courtesy to the public, the City allows citizens the opportunity to view and offer public comments virtually through Zoom Online video conferencing platform. Technical difficulties may occur that make the Zoom platform unavailable. If Zoom is unavailable, the meeting will continue. Participants considering using Zoom should consider attending in person, if they desire to ensure their ability to view the meeting and offer public comments.

Subject to the above disclaimer, Zoom Online video conferencing is available to watch or listen in the following ways:

1. Using the following online livestream meeting portal link: https://cotaticity.primegov.com/public/portal

2. Cable T.V. Broadcast, local channel 28
Members of the public can participate in the meeting online by clicking the link below:
https://us02web.zoom.us/j/81875599481?pwd=tRhQpaKNhsn3H9bVZJFB73bBPbSsKa.1 If you do not have the ability to join online, but would like to participate in the meeting, you can call into the meeting using your telephone, by dialing one of the following numbers and entering the meeting credentials:

Webinar ID: 818 7559 9481 Passcode: 587770
+1 (669) 900-6833 or +1 (346) 248-7799 or +1 (253) 215-8782 or +1 (301) 715-8592 or +1 (312) 626-6799 or +1 (929) 436-2866 Attendees may join the meeting any time after 5:45pm. Attendees will be muted until they are called upon for Public Comment. To make a public comment, use the “raise hand” icon on your smart device or desktop computer, or dial *9 if you are using just your telephone. Please listen carefully for the Mayor or City Clerk to address you by name (or phone number) and for the audible Zoom notification that you have been unmuted. Once you begin your public comment, your three minutes will begin.

If you would prefer to submit your public comment in writing, please email your comments to [email protected]. If you are commenting on a specific agenda item or items, please state the agenda item number(s) in the subject line of the email. All comments received via email will be provided to the City Council or Planning Commission in writing and included as part of the record of the meeting.

Notice is hereby given that Council may discuss and/or take action on any or all of the items listed on this agenda.

Any writings or documents provided to a majority of the Cotati City Council regarding any item on this agenda will be made available for inspection in the online Meeting Portal at www.cotaticity.org and in the City Manager’s office located at 201 West Sierra Avenue, Cotati, California, during the City’s posted business hours.

Disabled Accommodation: Upon request, this agenda will be made available in appropriate formats to persons with disabilities as required by Section 202 of the Americans with Disabilities Act of 1990. Any person with a disability who requires a modification or accommodation in order to participate in a meeting should contact the Deputy City Clerk at (707) 665-3622 at least 48 hours in advance of the meeting.

Rules of Decorum: To avoid distraction, the following meeting etiquette shall be enforced. • Silence electronic devices, including cell phones.

Cotati City Council Packet September 10, 2024
• Audience members are advised to keep conversations to a minimum or conduct them outside the building. • Photographs or video recordings using tri-pods or other means that would be distracting are to be taken only from the designated media area. • The Presiding Officer shall request that the audience withhold expressions of support or opposition for speakers in the interest of time and to encourage the full expression of differing views. (City Council Policy 2023-01 III.B.1.) Public Comment (Action items): Public comment on any one agenda item where the City Council will be taking some action is limited to no more than three (3) minutes per person. Action items are typically designated on the agenda title.

Public Comment (Non-Action items): Public comment on non- action agenda items shall be received during the designated portion of the agenda.

Comments shall be limited to no more than three (3) minutes for all non-action agenda items.

Waiver Warning: If you challenge decisions/direction of the City Council of the City of Cotati in court, you may be limited to raising only those issues you or someone else raised at public hearing(s) described in this agenda, or in written correspondence delivered to the City of Cotati at, or prior to, the public hearing(s).

City Council meetings are conducted according to City Council Policy 2023-01: City Council Rules. This policy available for inspection in the online Meeting Portal at www.cotaticity.org and in the City Manager’s office located at 201 West Sierra Avenue, Cotati, California, during the City’s posted business hours.

Those wishing to address the Council are asked to complete a speaker card and give it to the City Clerk. When you are called, step to the podium and state your name and address for the record. Persons wishing to address the Council are not required to identify themselves or complete a speaker card; (Gov’t. Code § 54953.3); however, this information assists the Mayor by ensuring that all persons wishing to address the Council are recognized and it assists the City Clerk in preparing the City Council meeting minutes.

1. CALL TO ORDER

2. ROLL CALL

3. LAND ACKNOWLEDGEMENT
The City of Cotati recognizes that we’re on the ancestral lands of the Coastal Miwok, who are the original caretakers of this area. We respectfully acknowledge the Indigenous peoples who have been stewarding and maintaining a relationship on this land as knowledge keepers for millennia. This acknowledgment does not take the place of authentic relationships with Indigenous communities but serves as a gesture of respect to the land we are on.

4. PLEDGE OF ALLEGIANCE

5. APPROVAL OF MINUTES AND NOTICE OF WAIVING OF READING OF ALL

RESOLUTIONS AND ORDINANCES INTRODUCED AND/OR ADOPTED UNDER THIS

AGENDA (ACTION)
A. COTATI CITY COUNCIL – REGULAR MEETING – AUG 27, 2024

6. ANNOUNCEMENTS
A. Meeting Orientation for New Attendees/Viewers. In conformance with the Brown Act and the adopted City Council Rules, the meeting agenda includes items labeled as Action Items, where the City Council may consider the item. If the City Council considers the item, citizens will be afforded the opportunity to provide comments relevant to the item being discussed. The meeting agenda also includes a Citizens Business item, which is the designated place on the agenda where citizens have the right to say whatever they wish. However, the Brown Act prohibits the City Council from taking action or considering any item that is not on this agenda, to ensure that other members of the community who wish to provide comment are notified in advance through a properly noticed meeting agenda.

B. Measure S supports police services, a variety of recreation programs for all ages, and the Cotati City Council Packet September 10, 2024
maintenance of our streets, parks, and public buildings. See details on the web at cotaticity.org C. Citizens interested in receiving City of Cotati community alerts via text or email are encouraged to enroll with CivicReady, by signing up on the City’s website, www.cotaticity.org, under the “How do I” link at the top of the homepage.

D. Like always, we love to hear from you, so please feel free to contact the City at 707-792-4600 or [email protected]. If you have a non-emergency issue after normal business hours, you can contact us at 707-792-4611 and of course if you have an emergency, please contact 9-1-1. Continue to look for updates on the City's website and social media channels available on Facebook, Instagram, and CivicReady.

7. PROCLAMATIONS
A. PROCLAMATION DECLARING SEPTEMBER 2024 AS LATINO HERITAGE MONTH
B. NATIONAL SERVICE DOG MONTH
C. PROCLAMATION THAT THE WEEK OF SEPTEMBER 16-23, 2024 IS POLLUTION PREVENTION WEEK AND SEPTEMBER 22-29, 2024 IS CREEK WEEK IN THE

RUSSIAN RIVER WATERSHED

8. APPROVAL OF FINAL AGENDA (ACTION)
This item will only be opened for the public comment if the City Council proposes to take any action to modify this agenda.

9. CITIZEN BUSINESS AND PUBLIC COMMENT FOR CONSENT CALENDAR ITEMS Any member of the public wishing to speak to the Council on any item(s) listed on the Consent Calendar or any matter(s) not listed on the agenda that are within the subject matter jurisdiction of the Council may do so at this time. Pursuant to the Brown Act, the Council is not allowed to consider issues or take action on any item not listed on the agenda. Pursuant to City Council Policy 2023-01, comments of any member of the public are normally restricted to a total of three (3) minutes in length per person for matters not on the agenda and a total of three (3) minutes per person in length for any and all items on the Consent Calendar. The Mayor may extend the time limit for a reasonable time where a disability accommodation has been requested. To facilitate public comment, the Deputy Clerk will alert speakers when there are thirty seconds remaining.

10. CONSENT CALENDAR (ACTION)
A. ADOPTION OF RESOLUTION APPROPRIATING ADDITIONAL WATER CONSERVATION IN THE WATER ENTERPRISE FUND AND APPROVING A SUBAWARD AGREEMENT WITH SONOMA WATER It is recommended the City of Cotati City Council adopt a resolution appropriating $12,481 in additional expenditures for conservation reimbursements and increasing revenues of $8,226 in grant funding to the Water Enterprise Fund, from a sub-award agreement with Sonoma Water, the recipient of the US Bureau of Reclamation WaterSMART FY 2023 Water Energy Efficiency Grants Program, funding for the Sonoma-Marin Drought Resiliency Program, and approving the sub-award agreement .

B. ADOPTION OF THE REVISED CITY-WIDE SALARY SCHEDULE FOR FISCAL YEAR 2024/25
It is recommended that the City Council adopt by resolution the revised fiscal year 2024/25 salary schedule, as updated per the current City labor agreements.

Cotati City Council Packet September 10, 2024
C. AWARD CONTRACT FOR PROFESSIONAL AUDITING SERVICES AGREEMENT

FOR THE CITY OF COTATI
It is recommended the City Council award the professional auditing services proposal to Chavan & Associates, LLP Certified Public Accountants and authorize the City Manager to negotiate and execute a three-year agreement, with two years of optional extensions and future year funding contingent on City Council budget approval in future fiscal years.

D. APPROVAL OF 2024 COTATI CHAMBER OF COMMERCE MUSIC OKTOBERFEST

EVENT IN LA PLAZA PARK
It is recommended that the City Council adopt a resolution approving the 2024 Cotati Chamber of Commerce Oktoberfest event.

E. AWARD OF THE CONSTRUCTION AGREEMENT AND CONSTRUCTION

MANAGEMENT AND INSPECTIONS PROFESSIONAL SERVICES AGREEMENT

FOR THE SIDEWALK GAP CLOSURE PROJECT
It is recommended the City of Cotati City Council adopt a resolution awarding the Sidewalk Gap Closure Project (Project) to Zara Construction, approving a Construction Management and Inspection Professional Services Agreement with Green Valley Consulting Engineers, and authorizing the City Manager to execute the agreement and any needed change orders or amendments to supporting professional agreements up to the authorized Project amount.

11. DIRECTION ON FUTURE AGENDA ITEMS

12. REGULAR AGENDA (ACTION)
A. CITY COUNCIL APPOINTMENTS AND ASSIGNMENTS - POLICE ADVISORY

SELECTION SUBCOMMITTEE
It is recommended that the City Council approve a motion to select two City Council members to serve on the Community-Police Advisory Committee Selection Subcommittee.

B. APPROVAL OF THE ENVIRONMENTAL REVIEW FOR THE HIGHWAY 116/WEST

COTATI AVENUE INTERSECTION SAFETY IMPROVEMENTS PROJECT
(PROJECT) AND A PROFESSIONAL SERVICES AGREEMENT WITH MARK

THOMAS & COMPANY, INC FOR DESIGN SERVICES FOR THE HIGHWAY 116/WEST COTATI AVENUE INTERSECTION SAFETY IMPROVEMENTS

PROJECT AND AUTHORIZING APPROPRIATION OF FUNDS FOR THE PROJECT It is recommended the Council of the City of Cotati adopt a resolution approving the Environmental Review, finding the Project exempt from CEQA pursuant to California Public Resources Code CEQA Guidelines Section15183, for the Highway 116/West Cotati Avenue Intersection Safety Improvements Project (Project), approving a Professional Services Agreement with Mark Thomas & Company, Inc. for design services for the Project, authorizing the recording of the CEQA document, authorizing the City Manager to execute said Professional Services Agreement and approve any needed amendments up to the approved budget amount, and approving the appropriation of funds to the Project account C. APPOINTMENT OF A VOTING DELEGATE AND ALTERNATE TO THE 2024

LEAGUE OF CALIFORNIA CITIES (LOCC) ANNUAL CONFERENCE
It is recommended that the City Council of the City of Cotati adopt a motion appointing a voting delegate and up to two alternates to the 2024 League of California Cities (LOCC) Annual Conference.

Cotati City Council Packet September 10, 2024

13. CITY MANAGER'S REPORT

14. CITY COUNCIL MEMBER REPORTS

15. PUBLIC COMMENT ON NON-ACTION AGENDA ITEMS

16. INFORMATION RECEIVED AFTER THE AGENDA WAS POSTED

17. ADJOURNMENT
Certification of Posting of the Notice: I declare under penalty of perjury that I am employed by the City of Cotati and that I posted this notice on the City’s website, bulletin boards of City Hall, Veterans’ Memorial Building and the SMART Train Depot, on or before September 6, 2024. /s/ Kevin Patterson, Deputy City Clerk

MINUTES

JOINT MEETING OF THE COTATI CITY COUNCIL AND THE SUCCESSOR AGENCY TO THE

FORMER COTATI COMMUNITY REDEVELOPMENT AGENCY
City Council Chamber, City Hall 201 W. Sierra Avenue
Tuesday, August 27, 2024
6:00 PM REGULAR MEETING

1. CALL TO ORDER
Councilmember Harvey called the meeting to order at 6:00pm.

2.. ROLL CALL
City Attorney John Bakker announced that Mayor Sparks would be participating in the meeting remotely, under Government Code Section 54953(f), due to a just cause.

Attendee Name Title Status
Laura Sparks Mayor Remote
Ben Ford Vice Mayor Absent
Susan Harvey Councilmember Present
Sylvia Lemus Councilmember Present
Kathleen Rivers Councilmember Present
Staff Present: City Manger Damien O’Bid, City Attorney John Bakker, Deputy City Clerk Kevin Patterson, Director of Administrative Services Angela Courter, Director of Community Development Noah Housh, Director of Public Works/City Engineer Craig Scott, Police Chief Chris Simmons, Associate Planner Autumn Buss

3. LAND ACKNOWLEDGEMENT
The City of Cotati recognizes that we’re on the ancestral lands of the Coastal Miwok, who are the original caretakers of this area. We respectfully acknowledge the Indigenous peoples who have been stewarding and maintaining a relationship on this land as knowledge keepers for millennia. This acknowledgement does not take the place of authentic relationships with Indigenous communities but serves as a gesture of respect to the land we are on.

4. PLEDGE OF ALLEGIANCE

5. APPROVAL OF MINUTES AND NOTICE OF WAIVING OF READING OF ALL

RESOLUTIONS AND ORDINANCES INTRODUCED AND/OR ADOPTED UNDER THIS

AGENDA (ACTION)
A. COTATI CITY COUNCIL – REGULAR MEETING – AUG 13, 2024 6 of 1574
Cotati City Council Minutes August 27, 2024
RESULT: Approve [3 TO 0]
MOVER: Sylvia Lemus, Councilmember
SECONDER: Laura Sparks, Mayor
AYES: Sparks, Harvey, Lemus
NAYS: None
ABSTAIN: Rivers
ABSENT: Ford

B. Measure S supports police services, a variety of recreation programs for all ages, and the maintenance of our streets, parks, and public buildings. See details on the web at cotaticity.org C. Citizens interested in receiving City of Cotati community alerts via text or email are encouraged to enroll with CivicReady, by signing up on the City’s website, www.cotaticity.org, under the “How do I” link at the top of the homepage.

7. APPROVAL OF FINAL AGENDA (ACTION)
City Manager Damien O’Bid recommended to move item 12A to directly after item 10.

No public comment.

8. CITIZEN BUSINESS AND PUBLIC COMMENT FOR CONSENT CALENDAR ITEMS Any member of the public wishing to speak to the Council on any item(s) listed on the Consent Calendar or any matter(s) not listed on the agenda that are within the subject matter jurisdiction of the Council may do so at this time. Pursuant to the Brown Act, the Council is not allowed to consider issues or take action on any item not listed on the agenda. Pursuant to City Council Policy 2023-01, comments of any member of the public are normally restricted to a total of three (3) minutes in length per person for matters not on the agenda and a total of three (3) minutes per person in length for any and all items on the Consent Calendar. The Mayor may extend the time limit for a reasonable time where a disability accommodation has been requested. To facilitate public comment, the Deputy Clerk will alert speakers when there are thirty seconds remaining.

No public comment.

9. CONSENT CALENDAR (ACTION) 7 of 1574
Cotati City Council Minutes August 27, 2024
A. SECOND READING AND ADOPTION OF AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COTATI AMENDING TITLE 17 (LAND USE) OF THE COTATI

MUNICIPAL CODE TO ESTABLISH OBJECTIVE DESIGN STANDARDS FOR

MULTIFAMILY PLEX HOUSING AND SINGLE FAMILY HOUSING AND TO MAKE

UPDATES TO FACILITATE HOUSING DEVELOPMENT
B. CONSIDERATION AND ADOPTION OF A RESOLUTION TO APPROVE 2024

AGRICULTURAL COMMUNITY EVENTS FARMERS MARKETS - DOWNTOWN

SHOP AND STROLL HOLIDAY EVENT IN DOWNTOWN COTATI
C. CONSIDERATION AND ADOPTION OF RESOLUTION APPROVING THE 2024 CITY

OF COTATI HOLIDAY TREE LIGHTING CEREMONY

CONSIDERATION AND ADOPTION OF RESOLUTION TO UPDATE SEPTEMBER 2024 MOVIE IN THE PARK EVENT IN LA PLAZA PARK
RESULT: Adopt [4 TO 0]
MOVER: Laura Sparks, Mayor
SECONDER: Sylvia Lemus, Councilmember
AYES: Sparks, Harvey, Lemus, Rivers
NAYS: None
ABSENT: Ford

10. DIRECTION OF FUTURE AGENDA ITEMS
Councilmember Rivers requested a future agenda item on displaying portraits of graduating seniors in town at the end of the school year.
12A. CONSIDERATION OF A RESOLUTION OPPOSING SONOMA COUNTY INITATIVE

PETITION MEASURE J
Presentation by City Manager Damien O’Bid.

Councilmembers comment.

Public Comment:

Jexi Mondragon of Petaluma
Cassie King of Petaluma
Lewis Bernier of Petaluma
Karin Lease of Sonoma County
Chase Koches of Santa Rosa
Samantha of Santa Rosa
Julia Fischer of Petaluma
Wendy Robinson of Sonoma
Carla Cabral of Occidental
Dayna Ghirardelli of Petaluma
Joseph Button of Penngrove
Joanie Benedetti Claussen of Cotati
Renata Brillinger of Sebastopol
Kimberlyn Moffet of Cotati
D.
8 of 1574
Cotati City Council Minutes August 27, 2024

11. Kristina Garfinkel of Santa Rosa
Erik Allen of Santa Rosa
Sherstin Rosenberg
Doug Fuller
After a lengthy discussion, Councilmember Harvey motioned, with a second from Mayor Sparks, for the City Council to not pass the opposition resolution and to take no position on Measure J. Motion passed 3-1.

RESULT: Motion to Table Resolution [3 TO 1]
MOVER: Susan Harvey, Councilmember
SECONDER: Kathleen Rivers, Councilmember
AYES: Sparks, Harvey, Rivers
NAYS: Lemus
ABSENT: Ford

PUBLIC HEARINGS (ACTION)
A. CONSIDERATION OF A RESOLUTION APPROVING ENTITLEMENTS TO ALLOW CONSTRUCTION OF A 126-UNIT MULTIFAMILY MIXED-USE DEVELOPMENT ON A 5.62-ACRE PROPERTY LOCATED AT 7515 ALDER AVENUE AND 8145 GRAVENSTEIN HIGHWAY (SR-116), AND FINDING THE PROJECT CONSISTENT

WITH THE COTATI GENERAL PLAN AND ITS ENVIRONMENTAL IMPACT

REPORT AND EXEMPT FROM FURTHER ENVIRONMENTAL REVIEW
PURSUANT TO CEQA GUIDELINES SECTION 15183.

Presentation by Associate Planner Autumn Buss and project applicant Tom Monahan.

Councilmembers comment.

Public Comment:

Adina Flores
Greg of Cotati
Samantha of Santa Rosa
Justin of Cotati
Hannon Garo
Ron Rankin
Chase
Paul of Cotati
Laurie Alderman of Cotati
Council approved the project, adding the following conditions to the Resolution:
-Provide traffic calming measures in multiple locations in the residential driveway to reduce speed of vehicles entering the Woonerf
-Requirement for a publically-visable sign, listing location contact information for any complaints regarding dust, noise, or other construction-related issues, at all times during site work and construction.
-Requirement of a parking management plan prior to occupancy. -Include Staff-proposed edits, as provided at the dais, public table in the Chamber, and posted to 9 of 1574
Cotati City Council Minutes August 27, 2024
the HTML agenda.

RESULT: Approve [4 TO 0]
MOVER: Sylvia Lemus, Councilmember
SECONDER: Laura Sparks, Mayor
AYES: Sparks, Harvey, Lemus, Rivers
NAYS: None
ABSENT: Ford
B. COTATI DENSITY BONUS ORDINANCE UPDATE
Presentation by Director of Community Development Noah Housh.

Councilmembers comment.

Public Comment:

Adina Flores
Calum Weeks of Generation Housing
The Council voted to introduce the ordinance, striking section E “Cotati Density Bonus.” Council asked for a future agenda item to address the issues in section E.

13. CITY MANAGER'S REPORT
Report by City Manager Damien O’Bid.

14. CITY COUNCIL MEMBER REPORTS
Councilmembers report out on local and regional events and meetings.

15. PUBLIC COMMENT ON NON-ACTION AGENDA ITEMS
No public comment.

16. INFORMATION RECEIVED AFTER THE AGENDA WAS POSTED
A. INFORMATION RECEIVED AFTER THE AGENDA WAS POSTED

17. ADJOURNMENT
Councilmember Harvey adjourned the meeting at 10:52pm.
/s/ Kevin Patterson, Deputy City Clerk
10 of 1574

PROCLAMATION

OF THE CITY COUNCIL OF THE CITY OF COTATI
PROCLAMING SEPTEMBER 15-OCTOBER 15, 2024 AS HISPANIC HERITAGE MONTH
WHEREAS, each year, the federal, state, and many local governments observe Hispanic Heritage Month from September 15 to October 15 by recognizing and celebrating the histories, cultures, and contributions of American citizens whose ancestors came from Spain, Mexico, the Caribbean and Central and South America; and
WHEREAS, September 15th is significant as a starting date for Latino Heritage month because it is the anniversary of independence for the Latin American countries of Costa Rica, El Salvador, Guatemala, Honduras, and Nicaragua. In addition, Mexico and Chile celebrate their independence on September 16th and September 18th respectively, and Dia de La Raza, which is October 12th, falls within this 30-day period; and
WHEREAS, the observation started in 1968 as Latino Heritage Week under President Lyndon Johnson and was expanded by President Ronald Reagan in 1988 to cover a 30- day period starting on September 15 and ending on October 15. Each successive President has called upon the people of our country to observe this month with appropriate respect, ceremonies, activities; and
WHEREAS, Hispanics/Latine have made immeasurable contributions to our culture and economy and have been integral to the prosperity and enrichment of Cotati, Sonoma County and the United States; and
WHEREAS, in the City of Cotati, Hispanic/Latine community members, business owners, residents, and students continue to foster the culture and tradition as a whole while also advocating and ensuring a voice on behalf of the Hispanic/Latine community, with recent focus on immigration, education, health, wellness, financial stability, economic and civic engagement, and social justice; and
WHEREAS, Hispanics/Latine continue to enrich our nation’s character and contribute to our common future; and
WHEREAS, Hispanic Heritage Month also allows us to honor and celebrate the key leadership roles and accomplishments of Hispanics/Latine in our community and our shared values.
11 of 1574
NOW, THEREFORE, BE IT PROCLAIMED on this day of September 10, 2024, by the City Council of the City of Cotati that September 15 - October 15, 2024 is Hispanic Heritage Month and the City Council encourages all citizens to recognize their significant and continuing contributions to our shared culture and continuing prosperity.

Approved:_____________________________
Mayor
12 of 1574

PROCLAMATION

OF THE CITY COUNCIL OF THE CITY OF COTATI
DECLARING SEPTEMBER 2024 TO BE NATIONAL SERVICE DOG MONTH WHEREAS, we believe in the joyful, transformative power of the human-canine bond and inclusivity of all citizens; and
WHEREAS, in the United States, 64 million adults and children have a disability and only 16,000 service dogs from accredited training programs exist nationwide and the need is growing; and
WHEREAS, Canine Companions is a nonprofit organization that enhances the lives of people with disabilities by providing expertly-trained service dogs and ongoing support to ensure quality partnerships; and
WHEREAS, Canine Companions and their service dogs empower people with disabilities to lead life with greater independence, by providing best-in-class training, ongoing follow up services and a deeply committed community of support; and WHEREAS, National Service Dog Month aims to educate our community about the benefits of service dogs and the laws protecting them; and WHEREAS, the City of Cotati continues to work toward becoming an inclusive community in which all citizens, and their service dogs, are embraced.

NOW, THEREFORE, BE IT PROCLAIMED on this day of September 10, 2024, by the City Council of the City of Cotati, that September 2024 is National Service Dog Month in recognition of service dogs and the adults and children with disabilities in our community and the City Council encourages all citizens to celebrate service dogs and be respectful of the rights afforded to the adults, children and veterans who lead more independent lives because of their assistance.

Approved:_____________________________
Mayor
13 of 1574

PROCLAMATION

OF THE CITY COUNCIL OF THE CITY OF COTATI
PROCLAIMING THE WEEK OF SEPTEMBER 16 - 23, 2024 AS "POLLUTION PREVENTION WEEK” AND SEPTEMBER 22 - 29 AS "CREEK WEEK" IN THE

RUSSIAN RIVER WATERSHED
WHEREAS, throughout the United States the week starting on the third Monday of September is recognized as National Pollution Prevention Week; and WHEREAS, throughout much of California, including the Russian River watershed, cities, counties and other stewardship organizations are recognizing the fourth week of September as Creek Week; and
WHEREAS, our pollution prevention practices are intrinsically linked to the health of our watershed lands and waterways; and
WHEREAS, the Russian River Watershed Association supports programs to reduce pollution, increase the environmental quality of our watershed, and provide our communities with the knowledge to be effective stewards of the Russian River watershed lands and waterways; and WHEREAS, the nearly 1,500 square miles of lands, 150 creeks, and approximately 360,000 residents of the Russian River watershed are connected and mutually support each other; and
WHEREAS, the Russian River, along with its tributaries and associated features are important resources to the people of Sonoma and Mendocino Counties; and WHEREAS, pollution in the form of trash and debris, chemicals from industry and everyday living, and sediment from construction and many land uses and activities all have the potential to degrade the quality of life and the quality of resources within the Russian River watershed; and
WHEREAS, the Russian River Watershed Association strives to protect our lands and waterways through ongoing pollution prevention outreach which aims to raise awareness of the harmful effects of pollutants to our natural systems; and WHEREAS, during Pollution Prevention Week and Creek Week, creek, river and ocean clean-up campaigns will take place throughout Sonoma and Mendocino Counties, including our local self-guided creek cleanup in the Laguna de Santa Rosa.

NOW, THEREFORE, BE IT PROCLAIMED on this 10th day of September, 2024, by the City Council of the City of Cotati, that September 16-23, 2024, is Pollution Prevention Week 14 of 1574
and September 22-29, 2024 is Creek Week in the Russian River watershed, and asks all members of our community to support efforts to protect and enrich our watershed health by participating in the many Pollution Prevention Week/Creek Week activities, including the City of Cotati event hosted on September 21, and to take active steps to reduce pollution and care for our environment throughout the year.

Approved:_____________________________
Mayor
15 of 1574
From: Laurie alderman
Sent: Monday, September 2, 2024 7:35 PM
To: Laura Sparks <[email protected]>; Chris Simmons <[email protected]>; Damien O'Bid <[email protected]>; Ben Ford <[email protected]>; Kay Rivers <[email protected]>; Susan Harvey <[email protected]>; Sylvia Lemus <[email protected]>; Noah Housh <[email protected]>; John Bakker <[email protected]>; David Rabbitt <david.rabbitt@sonomacounty.org>; Robert Smith <[email protected]>; James Gore <james.gore@sonomacounty.org>; [email protected]; [email protected]; [email protected]
Cc: Kevin Patterson <[email protected]>; George Barich ; Joe Dworetzky <[email protected]>; Angela Courter <[email protected]>; Craig Scott <[email protected]>; [email protected]; Carleton L. Briggs Attorney at Law <[email protected]>; Adina Flores < >; Michael Hilber
< >; Michael Ceremello Ceremello < >
Subject: Once again election interference/impropriety by the City of Cotati. Cotati's inability to hold elections without interference.

CAUTION:EXTERNAL SENDER
If suspicious, do not click on links, open attachments, or provide credentials and report it by using the "Phish Alert Report" button.

Kevin, this is my citizens comment also for the September 10th, 2024 city council meeting. Please include it under citizens business in the upcoming council meeting agenda packet. Thank you.

The City of Cotati once again has this past weekend has shown that it is not capable of presenting a fair election for their citizens without their election interference. Once again, their actions (usually lack of action) have caused this coming election to be biased and unfair to the citizens of Cotati. And once again, the Sonoma County Board of Supervisors looks the other way on all issues having to do with Cotati as it has done in past elections.

Public Comment
The current situation, is because the City of Cotati has refused to even put code enforcement on the agenda, after my asking since November 2023 for them to do so in public comment, now there is a situation where the current council members/incumbents, have improper financial and political influence over the council members' only opponent in the race, George Barich. The race is the three incumbents (Susan Harvey, Ben Ford, and Laura Sparks), all Democrats, against George Barich, who has the endorsement of the Sonoma County GOP.

Since June 2023, the City has been pursuing a code enforcement action against George Barich. The hearings have been going on since November 2023 for 8 alleged violations. This involved complaints from neighbors, who with Noah Housh's (Director of Community Development) encouragement to provide such evidence, provided 46 videos of Barich's property over his fence for the period of 5 days in late June/early July 2023. The City of Cotati then used these illegal videos as evidence of human habitation of a RV, which is illegal in Cotati. It was actually canine habitation of a vehicle...a spoiled dog was in the RV with the a/c on, not humans, but the City has pursued George Barich selectively since.

Up to 87% of the code enforcement attorney's billings for one month in the past 15 months for the whole city have been to pursue Barich's case. Robert Smith has received in overtime twice of his budgeted contract with the city over the past year, with the full knowledge of city staff and the council of this overtime/overbudget . Mr. Smith, the code enforcement attorney/official comingles roles as prosecuting attorney and code enforcement officer. Plus, he wrote the administrative codes for hearings that he is prosecuting Barich for. The amount of money and city resources that have been spent pursuing 15 months for one cade is astronomical. The City even paid for a police officer to sit and guard during two of the closed hearings.....one with 5 citizens in the audience, and then the next one with 4 citizens. How much did it cost to have a police officer "guard" against 4-5 citizens for a day, when the Cotati police force has only 12 officers usually, with only a few on duty at a time for the rest of the city.

This past week, the administrative law judge did not render a decision on a motion to dismiss, but rather called for more legal briefs from both parties. Due mostly to the code enforcement attorney's request for extension, now the legal briefs will be due late this month with a possible decision on this in early October. Right smack in prime campaign time.

Throughout the administrative hearings since November, 2023, Barich's side has had the argument that it is election interference as Barich planned to run for City council this November. To continue on at the administrative hearing level for 15 months now, Barich has been working two jobs to pay his attorney fees. Now, you all have a situation that he'll have to continue paying attorney fees for more legal briefs to defend against 8 code enforcement violations, now tolling at a $4k a day since September 2023 (over $1 million in proposed fines tolled --more than the worth of Barich's house) during active campaigning times. After a year of paying his attorney to defend against the taking of his home through this proposed fine, he has no money to spare to campaign properly with this burden of paying attorney fees for an administrative hearing process that will continue.

The incumbents in the council member's race have unfair and improper influence on their only opponent. They are involved in that they have and have had financial control over whether the code enforcement attorney, city manager, etc. under their purview continue to pursue the action against the only opponent in the race. Obviously, with this latest action of an extension granted because of the code enforcement attorney's request, the City (with approval from the city council) will continue this financial control over their only opponent.

I am asking for intervention now, to stop this election interference with the city council race.

Some of the City council had already soiled the November election as being fair with their actions representing themselves as citizens, not public officials, in order to get the roundabout ban repeal on the November ballot also. The city council members in Cotati have a long history of misrepresenting themselves as citizens rather than in their official city public official capacity. The only way that the roundabout ban could be repealed is by a petition/vote of the citizens. So the city council members, including incumbent Laura Sparks, the current mayor, past and current council members and planning commissioners, and a handful of citizens with government contracts, i.e. Eris Weaver of the Sonoma County Bicycle Commission, went around misrepresenting to the citizens signing the petition, that the roundabout ban was just about liking or not liking roundabouts.

While not seemingly being able to put my citizen requested agenda item of code enforcement on the agenda for at that point, 8 months, the City of Cotati turned around and gave special treatment to the roundabout ban repeal. The petition was served on the City at 11:30 p.m. Tuesday night, and by 5:30 p.m. on Wednesday, there was a 9 page agenda item in the agenda packet about the roundabout ban appeal.

Now, the roundabout ban repeal is soiled by the City's actions. 700 citizens were told by their city leaders that the repeal was just about liking or not liking roundabouts, and how "silly" citizens were to have such a ban. That was far from the truth on the reasons the citizens' will was to enact the roundabout ban.

This is just how they have manipulated the 2024 election to not make it a fair and free election. There was not a municipal election in 2022, because there were only 2 candidates for 2 open seats. The candidates were appointed and the municipal election cancelled. In 2020, there was also election interference on part of the City of Cotati as far as what would be Measure S, the 1% add on sales tax.

I had long figured out why with Measure S was being put on the ballot in November, 2020. Measure G was in effect, but had a sunset date of June 2023. The only reason to have Measure S on the ballot in November 2020 was to make it a forever tax. I knew of the city's financial troubles, and figured out why...they needed to make the Measure G add on tax permanent to secure income far into the future to secure bonds. That's exactly what happened-- soon after Measure S was passed making the 1% add-on tax "permanent" the work began on securing bonds. By 2022, the $12 million in bonds were secured by the City of Cotati, $6 million for unfunded pension liability and $6 million for critical street repairs.

Of course, being the City of Cotati, the City of Cotati and council interfered and used city resources to secure the passage of Measure S. Sonoma County Superior Court judge, Gary Nadler, found a prima facie case that the ballot measure wording was misleading, and ordered the City of Cotati to show cause why it should not be stricken from the November 2020 ballot. The City sent 500 pages in response, but purposefully omitted a community survey's results that the citizens of Cotati supported a ballot measure with a sunset date far above a "forever" tax. Because of ROV printing deadlines, there was no real recourse though to deal with the misleading ballot measure wording for Judge Nadler to pursue....he hoped that the opposition could overcome the misrepresentations during campaigning on the issue.

Like the council and city officials did in 2014, the Cotati Neighbors for Measure S fundraising committee was made up mostly of city employees, city council members, city affiliated associations and businesses. Not one actual individual citizen residing in Cotati contributed to the committee. The city officials and leaders misrepresented themselves as "citizens" i.e. neighbors to further their interests. Damien O'Bid, the city manager, was even paid by the committee to run the "Yes on S" website according to the election documents. Damien used city resources on fundraising website---for instance he used city pictures with "Measure G at work" labels and stuck "Yes on S" labels on them.

This is just our recent history of election interference in Cotati. Many citizens know the truth and whole truth about what has happened over the years....it was no surprise to many informed citizens that once again the City of Cotati is interfering with the integrity of an election. Once again, this November election will not be a free and fair election in Cotati, because of the City's actions spanning over a decade.

Please do something to bring back the true citizens of Cotati's right to vote in a free and fair election in Cotati.

Sincerely,
Laurie Alderman
Cotati resident (family has lived in current address in Cotati for 52 years) Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: City Council
Subject: ADOPTION OF RESOLUTION APPROPRIATING

ADDITIONAL WATER CONSERVATION IN THE WATER

ENTERPRISE FUND AND APPROVING A SUB-AWARD

AGREEMENT WITH SONOMA WATER
Date: September 10, 2024
Written by: Craig Scott, Director of Public Works/City Engineer Recommendation
It is recommended the City of Cotati City Council adopt a resolution appropriating $12,481 in additional expenditures for conservation reimbursements and increasing revenues of $8,226 in grant funding to the Water Enterprise Fund, from a sub-award agreement with Sonoma Water, the recipient of the US Bureau of Reclamation WaterSMART FY 2023 Water Energy Efficiency Grants Program, funding for the Sonoma-Marin Drought Resiliency Program, and approving the sub-award agreement .

Background
Sonoma Water, acting on behalf of the Sonoma Marin Saving Water Partnership (Partnership), will be administering a $2,000,000 grant from the United States Bureau of Reclamation (USBR) WaterSMART FY 2023 Water and Energy Efficiency Grants (WEEG) program. The proposed grants will reimburse the City for rebates provided to its retail water customers who participate in the City’s Turf Replacement and High Efficiency Washer Rebate programs.

As part of the total grant package for the region, Cotati is eligible to receive funding in the amount of $8,226, with a required match of $10,055, under a sub-award agreement. Therefore, reimbursement totaling $18,281 would be available to customers in our service area who participate in the program. Assuming the the entire conservation budget is expended on customer reimbursements, Cotati would receive grant funding at 45% equal to $8,226.

Analysis/Discussion
In July 2022, Sonoma Water, on behalf of the Partnership, applied for $2,000,000 in grant funds for the Sonoma-Marin Drought Resiliency Program (Program) that will offer consumer rebates 16 of 1574
for water saving measures for 11 of the 13 water utilities in the Partnership collectively addressing regional water efficiency solutions.

The grant funds and matching City funds will fund consumer rebates for 10,287 square feet of turf replacement at up to $1.50/sq ft and 38 rebates up to $75 each for High Efficiency Clothes Washers for residents within the City’s water service area.

Financial Considerations
The funding from the US Bureau of Reclamation requires a 55 percent funding match by Cotati in the amount of $10,055. The funding match would come from the water enterprise operating budget with an additional appropriation of $12,481 required as the adopted budget only programed $5,800 in conservation funding for both programs ($12,481+$5,800 = $18,281). It is uncertain if the full funding would be utilized within one fiscal year and as such the total expenses could be less but would not exceed the current grant matching program.

This effort required Staff time and legal review which are accounted for within already budgeted staff resources within the water enterprise. Although the reporting requirements are extensive, it’s staff’s understanding that Sonoma Water will consolidate the list of rebates from each partner and perform the reporting on our behalf.

Environmental Issues
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonable foreseeable indirect physical change in the environment, pursuant to CEQA Guidelines Section 15378.
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RESOLUTION NO. (XX)

RESOLUTION OF THE CITY OF COTATI CITY COUNCIL AUTHORIZING THE RECEIPT OF $8,226 IN GRANT FUNDING AWARDED UNDER A SUB-AWARD

AGREEMENT WITH SONOMA WATER, THE RECIPIENT OF THE US BUREAU OF RECLAMATION WATERSMART FY2023 WATER AND ENERGY EFFICIENCY

GRANTS PROGRAM FUNDING FOR THE SONOMA-MARIN DROUGHT

RESILIENCY PROGRAM AND APPROVING THE SUB-AWARD AGREEMENT AND AMENDING THE BUDGET FOR AN ADDITIONAL $12,481 IN

CONSERVATION REIMBURSEMENT EXPENSES UNDER THE WATER

OPERATIONS FUND
WHEREAS, Sonoma Water, acting on behalf of the Sonoma Marin Saving Water Partnership (Partnership), will be administering a $2,000,000 grant from the United States Bureau of Reclamation (USBR) WaterSMART FY 2023 Water and Energy Efficiency Grants (WEEG) program; and
WHEREAS, as part of the total grant package for the region, Cotati is eligible to receive funding in the amount of $8,487, with a required match of $10,055, for total expenses not to exceed $18,281, and
WHEREAS under a sub-award agreement, and the proposed grants will reimburse the City for rebates provided to its retail water customers who participate in the City’s Turf Replacement and High Efficiency Washer Rebate programs; and WHEREAS, in July 2022, Sonoma Water, on behalf of the Partnership, applied for $2,000,000 in grant funds for the Sonoma-Marin Drought Resiliency Program (Program) that will offer consumer rebates for water saving measures for 11 of the 13 water utilities in the Partnership collectively addressing regional water efficiency solutions; and WHEREAS, the grant funds and matching City funds will fund consumer rebates for 10,287 square feet of turf replacement at up to $1.50/sq ft and 38 rebates up to $75 each for High Efficiency Clothes Washers for residents within the City’s water service area; and WHEREAS, the funding from the US Bureau of Reclamation requires a 55 percent additional funding match by Cotati in the amount of $10,055, and the funding match would come from the water enterprise operating budget which requires an additional expense encumbrance of $12,481 adjusting the total conservation expense for both the Turf Replacement/Cash4Grass and Washer Rebate Programs to be $18281, or $15,431 and $2,850 respectively; and WHEREAS, this effort required Staff time and legal review which are accounted for within already budgeted staff resources within the water enterprise; and WHEREAS, this action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonable foreseeable indirect physical change in the environment, pursuant to CEQA Guidelines Section 15378.

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

1. Finds the above recitals to be true and correct, and

2. Approves the Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program with Sonoma Water, and authorizes the City Manager to execute said agreement, and

3. Authorizes the budget adjustment to the Water Enterprise Fund to include increased grant revenues for $8,487 and increased expense of $12,481 as required per the grant sub-award agreement.

IT IS HEREBY CERTIFIED that the foregoing resolution was duly adopted at a regular meeting of the City Council of the City of Cotati held on September 10, 2024, by the following vote, to wit:

Approved:___________________________
Mayor
Attest:______________________________
Kevin Patterson, Deputy City Clerk
Approved as to form:______________________________
City Attorney
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 1 For accessibility assistance with this document, please contact the Sonoma County Water Agency Technical Writing Section at (707) 547-1900, Fax at (707) 544-6123, or TDD through the California Relay Service (by dialing 711). ma: c:\users\masay\appdata\local\microsoft\windows\inetcache\content.outlook\xb993oma\2324-064_ls_be.docx version: 6/17/2024 10:58:00 PM TW 23/24-064
DRAFT Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati)
This agreement (“Agreement”) is by and between Sonoma County Water Agency a body corporate and politic of the State of California (“Sonoma Water”) and City of Cotati, a public agency (“Sub-Recipient”). This Agreement shall govern certain activities and responsibilities carried out by Sub-Recipient on behalf of Sonoma Water, a grantee of the U.S. Department of the Interior, Bureau of Reclamation The Effective Date of this Agreement is the date the Agreement is last signed by the parties to the Agreement, unless otherwise specified in Article 9 (Term of Agreement).

R E C I T A L S

1. The WaterSMART FY 2023 Water and Energy Efficiency Grants (WEEG) program administered by the United States Bureau of Reclamation (Reclamation), provides funding for projects that result in quantifiable water savings, implement renewable energy components, and support broader sustainability benefits. These projects conserve and use water more efficiently, increase the production of renewable energy, mitigate conflict risk in areas at a high risk of future water conflicts, and accomplish other benefits that contribute to sustainability in the Western United States.

2. The Sonoma-Marin Saving Water Partnership (Partnership) comprises 13 water utilities in Sonoma and Marin counties collectively addressing regional water efficiency solutions.

3. In July 2022, Sonoma Water, on behalf of the Partnership, applied for $2,000,000 in grant funds for the Sonoma-Marin Drought Resiliency Program (Program) that will offer consumer rebates for water saving measures, including turf removal, replacement of inefficient clothes washing machines, installation of home water-use monitoring devices, smart irrigation controllers, and a direct install fixture program.

4. Eleven of the water utilities (Participating Agencies), will implement the Program.

Participating Agencies include the City of Cloverdale, City of Cotati, City of Healdsburg, Marin Municipal Water District, North Marin Water District, City of Petaluma, City of Rohnert Park, City of Santa Rosa, City of Sonoma, Valley of the Moon Water District, and Town of Windsor.

5. On February 16, 2024, Reclamation and Sonoma Water executed a grant agreement in the amount of $2,000,000. Sonoma Water will act as the pass-through entity to administer the grant for Participating Agencies. Sonoma Water and Participating Agencies have committed to provide an additional $2,444,447 in non-Federal matching funds, for a total project cost of $4,444,447.
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Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 2 In consideration of the foregoing recitals and the mutual covenants contained herein, the parties hereto agree as follows:

A G R E E M E N T

1. RECITALS

1.1. The above recitals are true and correct.

2. LIST OF EXHIBITS

2.1. The following exhibits are attached hereto and incorporated herein:
a. Exhibit A: Program Scope
b. Exhibit B: Schedule of Programs and Costs
c. Exhibit B-1: Amended Schedule of Programs and Costs
d. Exhibit C: Insurance Requirements
e. Exhibit D: Federal Award Identification and Pass-Through Requirements f. Exhibit E: Performance Report Templates

3. SUB-RECIPIENT’S RESPONSIBILITIES

3.1. Sub-Recipient’s Program Participation: Programs are identified in Exhibit A (Program Scope). Sub-Recipient shall participate in specific programs identified in Exhibit B (Schedule of Programs and Costs), or as modified by Exhibit B-1 (Amended Schedule of Programs and Costs).

3.2. Federal Grant Funding: Sub-Recipient is informed and aware that this Agreement is funded by a federal grant agreement between Bureau of Reclamation and Sonoma County Water Agency which grant is conditioned upon various terms that apply to Sub-Recipient. Sub-Recipient has reviewed the documents attached hereto as Exhibit D (Federal Award Identification and PassThrough Requirements) and hereby agrees to comply with them to the extent they apply to a Recipient or Subrecipient. In the event there is a conflict between the body of this Agreement and Exhibit D, the provisions in the body Exhibit D shall control over the provisions of this Agreement.

3.3. Match Funds: Grant terms require Sub-Recipient to provide match funding in the amount listed in Exhibit B (Schedule of Program Costs). Rebates, equipment, and other program costs incurred between February 16, 2024 and September 30, 2026 can be applied to match or reimbursable program costs. Match and reimbursable expenses shall occur concurrently.

3.4. Pre-Award Costs: Grant terms permit Sub-Recipient to submit for reimbursement and match costs incurred on or after April 1, 2022 if those costs are allowable, allocable, and reasonable under the terms and conditions of the federal grant agreement.
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Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 3

3.5. Marketing: Conduct marketing to promote awareness of Sub-Recipient-run Programs. Retain copies of all marketing materials and examples of rebate applications. Costs related to program marketing are the responsibility of Subrecipient and are not reimbursable under this agreement.

3.6. Performance Progress and Financial Reports: Provide quarterly reports of services performed and other data required under grant programs, in the formats shown in Exhibit E (Performance Report Templates). Reports for activity shall be submitted to Sonoma Water as specified in Exhibit E, Performance Report Templates. An additional closeout (final) report will be required prior to agreement termination.

3.7. Communication: Provide regular communication monthly via email or phone with Sonoma Water on budget tracking and other issues as required.

3.8. Monitoring: Provide access to work sites, records, programs, or procedures in order to ensure compliance with terms and conditions of the Grant agreement.

4. SONOMA WATER'S RESPONSIBILITIES

4.1. Coordination and Grant Administration: Coordinate, document, invoice, and report as required by the grant terms, including the Programs described in Exhibit A.

4.2. Reporting and Reimbursement Requests to Reclamation: Prepare required reporting data and invoices and submit to Reclamation according to the terms of the federal grant agreement.

4.3. Disbursement of Grant Funds: Disburse funds according to the federal grant agreement.

5. COORDINATION

5.1. Coordination: Sub-Recipient shall cooperate with Sonoma Water in the performance of all work hereunder. Sub-Recipient shall coordinate the work with Sonoma Water’s Project Manager. Contact information and mailing addresses:
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Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 4 Sonoma Water Sub-Recipient
Project Manager: Lauren Lum Contact:

Phone: (707) 547-1933 [insert address]
Email: [email protected] Cotati, California [insert zip] Phone: (707)
Contract Manager: Brad Elliott Email: [insert email]
[City of Cotati to insert their PM and
contact info]
Phone: 707-547-1060
Email: [email protected]
404 Aviation Boulevard
Santa Rosa, California 95403-9019
Remit quarterly reports to: Remit payments to:

Lauren Lum
Same address as above
Same address as above

6. PAYMENT TO SUB-RECIPIENT

6.1. Program Maximum Obligations: Sub-Recipient’s obligation under this Agreement shall not exceed the amounts listed in Exhibit B (Schedule of Program Costs), or an amendment to that Exhibit. Sonoma Water anticipates receiving a maximum of $2,000,000 in grant funding for all Participating Agencies and must collect and invoice for an additional $2,444,447 in non-federal matching funds from Participating Agencies, for a total program cost of $4,444,447. a. Sub-Recipient-run Programs: Estimated amount for Sub-Recipient-run Programs is detailed in Exhibit B.
b. Modification. Estimated amounts in Exhibit B may be adjusted, as mutually agreed in writing by the parties using the form included in Exhibit B-1 (Amended Schedule of Program Costs), provided total cost does not exceed $2,000,000 for all Participating Agencies.

6.2. Method of Payment: Sub-Recipient shall be paid in accordance with the following terms:
a. Sub-Recipient shall be paid in accordance with Exhibit B (Schedule of Program Costs). Expenses not expressly authorized by the Agreement shall not be reimbursed.
b. Sub-Recipient shall not be entitled to any additional payment for any expenses incurred in completion of the services.
c. Sub-Recipient will be reimbursed for Program expenditures when grant funds become available. Sonoma Water will distribute payments to SubRecipient according to grant guidelines. d. Sub-Recipient shall be responsible for providing match funding in accordance with 3.3 above.
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Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 5

6.3. Quarterly Reports: Payment is subject to receipt of the quarterly reports; format provided in Exhibit E (Performance Report Templates).

6.4. Excess Costs: If the Program costs exceed the total amount described in this Agreement for Sub-Recipient–run Programs, Sub-Recipient shall pay for materials and services. Excess costs will be reported as additional matching funds for the grant and are not eligible for additional grant reimbursement.

7. FINANCIAL ACCOUNTABILITY AND GRANT ADMINISTRATION

7.1. Financial Management. Sub-Recipient shall maintain a financial management system and financial records and shall administer funds received pursuant to this Agreement in accordance with all applicable federal and state requirements, including without limitation 2 CFR 200.302(b). Sub-Recipient shall adopt such additional financial management procedures as may from time to time be prescribed by Sonoma Water if required by applicable laws, regulations, or guidelines from its federal and state government funding sources. Sub-Recipient shall maintain detailed, itemized documentation and records of all income received and expenses incurred pursuant to this Agreement.

7.2. Indirect Cost Rate. The Federal Award Identification data in Exhibit D contains the indirect cost rate that applies to this subaward.

7.3. Financial and Other Reports. Sub-Recipient shall submit to Sonoma Water such reports and back-up data as may be required by Reclamation or Sonoma Water, including without limitation such reports which enable Sonoma Water to submit its own semi-annual financial and annual programmatic reports to Reclamation.

Sub-Recipient shall submit reports required to Sonoma Water in accordance with the schedule included in Exhibit E (Performance Report Templates). This provision shall survive the expiration or termination of this Agreement with respect to any reports which Sub-Recipient is required to submit to Reclamation following the expiration or termination of this Agreement.

7.4. Improper Payments. Any item of expenditure by Sub-Recipient under the terms of this Agreement which is found by auditors, investigators, and other authorized representatives of Sonoma Water, Reclamation, the U.S. Government Accountability Office or the Comptroller General of the United States to be improper, unallowable, in violation of federal or state law or the terms of the federal grant agreement or this Agreement, or involving any fraudulent, deceptive, or misleading representations or activities of Sub-Recipient, shall become Sub-Recipient’s liability, to be paid by Sub-Recipient from funds other than those provided by Sonoma Water under this Agreement or any other agreements between Sonoma Water and Sub-Recipient. This provision shall survive the expiration or termination of this Agreement.

7.5. Audited Financial Statements. In any fiscal year in which Sub-Recipient expends $750,000 or more in federal awards during such fiscal year, including awards 24 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 6 received as a subrecipient, Sub-Recipient must comply with the federal audit requirements contained in 2 CFR 200 Subpart F, Audit Requirements. In signing this Agreement, Sub-Recipient acknowledges that it understands and will comply with the provisions of 2 CFR 200 Subpart F, Audit Requirements. If such an audit is required, Sub-Recipient agrees to provide Sonoma Water with a copy of the audit report within nine months of Sub-Recipient's fiscal year end. Questions regarding 2 CFR 200 Subpart F, Audit Requirements can be directed to the Sonoma County Auditor-Controller Treasurer-Tax Collector’s Office - General Accounting Division.

7.6. Program Closeout.
a. Final payment request(s) under this Agreement will be the final quarterly report and reimbursement request identified in Exhibit E, Performance Report Templates, and must be received by Sonoma Water no later than the date specified therein. No payment request will be accepted by Sonoma Water after this date without authorization from Sonoma Water. In consideration of the execution of this Agreement by Sonoma Water, SubRecipient agrees that acceptance of final payment from Sonoma Water will constitute an agreement by Sub-Recipient to release and forever discharge Sonoma Water, its agents, employees, representatives, affiliates, successors and assigns from any and all claims, demands, damages, liabilities, actions, causes of action or suits of any nature whatsoever, which Sub-Recipient has at the time of acceptance of final payment or may thereafter have, arising out of or in any way relating to any and all injuries and damages of any kind as a result of or in any way relating to this Agreement. b. Sub-Recipient will provide a Final Program Report to Sonoma Water in a format to be determined by the date specified in Exhibit E, Performance Report Templates.

7.7. Sub-Recipient obligations to Sonoma Water under this Agreement shall not terminate until all closeout requirements are completed to the satisfaction of Sonoma Water. Such requirements shall include, without limitation, submitting final reports to Sonoma Water and providing any closeout-related information requested by Sonoma Water by the deadlines specified by Sonoma Water. This provision shall survive the expiration or termination of this Agreement.

8. COOPERATION IN MONITORING AND EVALUATION.

8.1. Sonoma Water Responsibilities. Sonoma Water shall monitor, evaluate, and provide guidance and direction to Sub-Recipient in the conduct of approved services performed under this Agreement. Sonoma Water has the responsibility to determine whether Sub-Recipient has spent funds in accordance with applicable laws, regulations, including the federal audit requirements and agreements and shall monitor the activities of Sub-Recipient to ensure that SubRecipient has met such requirements. Sonoma Water may require Sub-Recipient to take corrective action if deficiencies are found.
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Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 7

8.2. Sub-Recipient Responsibilities.
a. Sub-Recipient shall permit Sonoma Water to carry out monitoring and evaluation activities, including any performance measurement system required by applicable law, regulation, funding sources guidelines or by the terms and conditions of the federal grant agreement, and Sub-Recipient agrees to ensure, to the greatest extent possible, the cooperation of its agents, employees and board members in such monitoring and evaluation efforts. This provision shall survive the expiration or termination of this Agreement.
b. Sub-Recipient shall cooperate fully with any reviews or audits of the activities under this Agreement by authorized representatives of Sonoma Water, Reclamation, the U.S. Government Accountability Office or the Comptroller General of the United States and Sub-Recipient agrees to ensure to the extent possible the cooperation of its agents, employees and board members in any such reviews and audits. This provision shall survive the expiration or termination of this Agreement.

9. TERM OF AGREEMENT

9.1. The term of this Agreement shall be from February 16, 2024 (“Effective Date”), to January 28, 2027, unless terminated earlier in accordance with the provisions of Article 10 (Termination).

10. TERMINATION

10.1. Authority to Terminate: Sonoma Water’s right to terminate may be exercised by Sonoma Water’s General Manager.

10.2. Termination for Cause: Notwithstanding any other provision of this Agreement, should Sub-Recipient fail to perform any of its obligations hereunder, within the time and in the manner herein provided, or otherwise violate any of the terms of this Agreement, Sonoma Water may immediately terminate this Agreement by giving Sub-Recipient written notice of such termination, stating the reason for termination.

10.3. Payment Upon Termination: Upon termination of this Agreement by Sonoma Water, Sub-Recipient shall be entitled to receive as full payment for all services satisfactorily rendered and reimbursable expenses properly incurred hereunder, a pursuant to Paragraph 6 (Payment to Sub-Recipient).

10.4. Termination for Non-Appropriation: Sonoma Water may terminate this Agreement at any time, upon giving Sub-Recipient thirty (30) days written notice, for any of the following reasons:
a. Sonoma Water has exhausted all funds legally available for payments to become due under this Agreement.
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Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 8 b. Funds which have been appropriated for purposes of this Agreement are withheld and are not made available to Sonoma Water.

10.5. Change in Funding: Sub-Recipient understands and agrees that Sonoma Water shall have the right to terminate this Agreement immediately upon written notice to Sub-Recipient in the event that (1) any state or federal agency or other funder reduces, withholds or terminates funding that Sonoma Water anticipated using to pay Sub-Recipient for services provided under this Agreement or (2) Sonoma Water has exhausted all funds legally available for payments due under this Agreement.

11. MUTUAL INDEMNIFICATION

11.1. Each party to this Agreement (the “Indemnifying Party”) agrees to accept all responsibility for loss or damage to any person or entity, and to defend, indemnify, hold harmless and release the other party (the “Indemnified Party”), and the Indemnified Party’s supervisors, officers, agents, and employees, from and against any and all liabilities, actions, claims, damages, disabilities, or expenses that may be asserted by any person or entity, including the Indemnifying Party, to the extent resulting from the Indemnifying Party’s breach of any material term of this Agreement, or Indemnifying Party’s negligence or willful misconduct in connection with the performance of this Agreement, but excluding liabilities, actions, claims, damages, disabilities, or expenses to the extent arising from Indemnified Party’s breach of any material term of this Agreement, or Indemnified Party’s negligence or willful misconduct in connection with the performance of this Agreement. The Indemnified Party shall have the right to select its legal counsel at the Indemnifying Party’s expense, subject to the Indemnifying Party’s approval, which shall not be unreasonably withheld. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for the parties hereto or their agents under workers’ compensation acts, disability benefit acts, or other employee benefit acts.

12. INSURANCE

12.1. With respect to performance of work under this Agreement, Sub-Recipient shall maintain and shall require all of its subcontractors, consultants, and other agents to maintain, insurance as described in Exhibit C (Insurance Requirements).

13. EXTRA OR CHANGED WORK

13.1. Except as provided in 6.1.b (Modification), extra or changed work or other changes to the Agreement may be authorized only by written amendment to this Agreement, signed by both parties. Changes to lengthen time schedules or make minor modifications to the scope of work, which do not increase the amount paid under the Agreement, may be executed by Sonoma County Water Agency’s General Manager in a form approved by County Counsel. The parties expressly 27 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 9 recognize that Sonoma Water personnel are without authorization to order all other extra or changed work or waive Agreement requirements. Failure of SubRecipient to secure such written authorization for extra or changed work shall constitute a waiver of any and all right to adjustment in the Agreement price or Agreement time due to such unauthorized work and thereafter Sub-Recipient shall be entitled to no compensation whatsoever for the performance of such work. Sub-Recipient further expressly waives any and all right or remedy by way of restitution and quantum meruit for any and all extra work performed without such express and prior written authorization of Sonoma Water.

14. REPRESENTATIONS OF SUB-RECIPIENT

14.1. Labor Code Compliance: Sub-Recipient shall keep informed of and take all measures necessary to ensure compliance with applicable Labor Code requirements, including, but not limited to, §1720 et seq. of the Labor Code regarding public works, limitations on use of volunteer labor (Labor Code §1720.4), labor compliance programs (Labor Code §1771.5) and payment of prevailing wages for work done and funded pursuant to these Guidelines, including any payments to the Department of Industrial Relations under Labor Code §1771.3.

14.2. Nondiscrimination: During the performance of this Agreement, Sub-Recipient and its contractors or subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), marital/domestic partner status, and denial of medical and family care leave or pregnancy disability leave. SubRecipient and its contractors or subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Sub-Recipient and its contractors or subcontractors shall comply with the provisions of the California Fair Employment and Housing Act (Government Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, §11000 et seq.). The applicable regulations of the Fair Employment and Housing are incorporated into this Agreement by reference. Sub-Recipient and its contractors or subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. Sub-Recipient shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.

14.3. Workers’ Compensation: Sub-Recipient affirms that it is aware of the provisions of §3700 of the Labor Code, which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance 28 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 10 with the provisions of that code, and Sub-Recipient affirms that it will comply with such provisions before commencing the performance of the work under this Agreement and will make its contractors and subcontractors aware of this provision.

14.4. No Suspension or Debarment: Sub-Recipient warrants that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in covered transactions by any federal department or agency. Sub-Recipient also warrants that it is not suspended or debarred from receiving federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the General Services Administration.

14.5. Accounting, Audits, and Records Maintenance: Sub-Recipient and its contractors and subcontractors shall maintain books, records, and other documents pertinent to their work under this Agreement in accordance with generally accepted accounting principles and practices. Records are subject to inspection by Sonoma Water and Reclamation at any and all reasonable times. All records of Sub-Recipient or its contractor or subcontractor shall be preserved for the purpose of Federal audits for at least five (5) years after project completion or final billing, whichever comes later.

14.6. Inspections: Sonoma Water and Reclamation shall have the right to inspect the work being performed at any and all reasonable times, providing a minimum of 24-hour notice, during the term of this Agreement. Sub-Recipient acknowledges that Program documents may be subject to the Public Records Act (California Government Code Section 6250 et. Seq.). Sonoma Water and Reclamation shall have the right to inspect and make copies of these documents at any and all reasonable times during the term of this Agreement to ensure compliance with the terms and conditions of this Agreement. During regular office hours, Sonoma Water and Reclamation shall have the right to inspect and to make copies of any books, records, or reports of the Sub-Recipient relating to this Grant Agreement. Sub-Recipient shall maintain and shall make available at all times for such inspection accurate records of its costs, disbursements, and receipts with respect to its activities under this Agreement. Failure or refusal by Sub-Recipient to comply with this provision shall be considered a breach of this Grant Agreement, and Sonoma Water may withhold disbursements to SubRecipient or take any other action it deems necessary to protect its interests.

Sub-Recipient shall include provisions ensuring such access in all its contracts or subcontracts entered into for this Agreement.

14.7. Drug-Free Workplace Certification (Certification of Compliance): By signing this Agreement, Sub-Recipient, its contractors or subcontractors hereby certify, under penalty of perjury under the laws of State of California, compliance with the requirements of the Drug-Free Workplace Act of 1990 (Government Code 29 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 11 §8350 et seq.) and have or will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees, contractors, and subcontractors that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees, contractors, or subcontractors for violations, as required by Government Code section 8355(a)(1).
b. Establish a Drug-Free Awareness Program, as required by Government Code section 8355(a)(2) to inform employees, contractors, or subcontractors about all of the following:
i. The dangers of drug abuse in the workplace,
ii. Sub-Recipient’s policy of maintaining a drug-free workplace, iii. Any available counseling, rehabilitation, and employee assistance programs, and
iv. Penalties that may be imposed upon employees, contractors, and subcontractors for drug abuse violations.
c. Provide, as required by Government Code section 8355(a)(3), that every employee, contractor, and/or subcontractor who works under this Agreement:
i. Will receive a copy of Sub-Recipient’s drug-free policy statement, and ii. Will agree to abide by terms of Sub-Recipient’s condition of employment, contract or subcontract.

14.8. Ownership of Work Product: All reports, drawings, graphics, plans, and studies, in their final form and format, assembled or prepared by Sub-Recipient or SubRecipient’s subcontractors, consultants, and other agents in connection with this Agreement, shall be the property of Sonoma Water. Sub-Recipient shall deliver such materials to Sonoma Water upon request in their final form and format.

Such materials shall be and will remain the property of Sonoma Water without restriction or limitation. Document drafts, notes, and emails of Sub-Recipient and Sub-Recipient’s subcontractors, consultants, and other agents shall remain the property of those persons or entities.

15. DEMAND FOR ASSURANCE

15.1. Each party to this Agreement undertakes the obligation that the other’s expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until such assurance is received may, if commercially reasonable, suspend any performance for which the agreed return has not been received. “Commercially reasonable” includes not only the conduct of a party with respect to performance under this Agreement, but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified 30 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 12 demand, failure to provide within a reasonable time, but not exceeding thirty (30) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement.

Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party’s right to demand adequate assurance of future performance.

Nothing in this Article 15 limits Sonoma Water’s right to terminate this Agreement pursuant to Article 10 (Termination).

16. ASSIGNMENT AND DELEGATION

16.1. Consent: Neither party hereto shall assign, delegate, sublet, or transfer any interest in or duty under this Agreement without the prior written consent of the other, and no such transfer shall be of any force or effect whatsoever unless and until the other party shall have so consented.

16.2. Subcontracts: Notwithstanding the foregoing, Sub-Recipient may enter into subcontracts with the subconsultants specifically identified herein. If no subconsultants are listed, then no subconsultants will be utilized in the performance of the work specified in this Agreement.

16.3. Change of Subcontractors or Subconsultants: If, after execution of the Agreement, parties agree that subconsultants not listed in Paragraph 16.2 will be utilized, Sub-Recipient may enter into subcontracts with subconsultants to perform other specific duties pursuant to the provisions of this Paragraph 16.3.

The following provisions apply to any subcontract entered into by Sub-Recipient other than those listed in Paragraph 16.2 above:
a. Prior to entering into any contract with subconsultant, Sub-Recipient shall obtain Sonoma Water approval of subconsultant. All agreements with subconsultants shall (a) contain indemnity requirements in favor of Sonoma Water in substantially the same form as that contained in Article 11, (b) contain language that the subconsultant may be terminated with or without cause upon reasonable written notice, (c) prohibit the assignment or delegation of work under the agreement to any third party, and (d) include contract provisions specified in 2 CFR 200.327.

16.4. Summary of Subconsultants’ Work: Sub-Recipient shall provide Sonoma Water with a copy of subconsultant contract and summary of work performed by subconsultants with each invoice submitted under Paragraph 6.2.d. Such summary shall identify the individuals performing work on behalf of subconsultants and the total amount paid to subconsultant, broken down by the tasks listed in the Scope of Work.

17. MISCELLANEOUS PROVISIONS

17.1. No Bottled Water: In accordance with Sonoma Water Board of Directors Resolution No. 09-0920, dated September 29, 2009, no Sonoma Water funding shall be used to purchase single-serving, disposable water bottles for use in 31 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 13 Sonoma Water facilities or at Sonoma Water-sponsored events. This restriction shall not apply when potable water is not available.

17.2. No Waiver of Breach: The waiver by Sonoma Water of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such term or promise or any subsequent breach of the same or any other term or promise contained in this Agreement.

17.3. Construction: To the fullest extent allowed by law, the provisions of this Agreement shall be construed and given effect in a manner that avoids any violation of statute, ordinance, regulation, or law. The parties covenant and agree that in the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. Sub-Recipient and Sonoma Water acknowledge that they have each contributed to the making of this Agreement and that, in the event of a dispute over the interpretation of this Agreement, the language of the Agreement will not be construed against one party in favor of the other. Sub-Recipient and Sonoma Water acknowledge that they have each had an adequate opportunity to consult with counsel in the negotiation and preparation of this Agreement.

17.4. Consent: Wherever in this Agreement the consent or approval of one party is required to an act of the other party, such consent or approval shall not be unreasonably withheld or delayed.

17.5. No Third-Party Beneficiaries: Except as provided in Article 11 (Mutual Indemnification), nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties.

17.6. Applicable Law and Forum: This Agreement shall be construed and interpreted according to the substantive law of California, regardless of the law of conflicts to the contrary in any jurisdiction. Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in Santa Rosa or in the forum nearest to the city of Santa Rosa, in the County of Sonoma.

17.7. Captions: The captions in this Agreement are solely for convenience of reference. They are not a part of this Agreement and shall have no effect on its construction or interpretation.

17.8. Merger: This writing is intended both as the final expression of the Agreement between the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement, pursuant to Code of Civil Procedure section 1856. Each Party acknowledges that, in entering into this Agreement, it has not relied on any representation or undertaking, whether oral or in writing, other than those which are expressly set forth in this 32 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 14 Agreement. No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties.

17.9. Survival of Terms: All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason.

17.10. Time of Essence: Time is and shall be of the essence of this Agreement and every provision hereof.

17.11. Signature(s): Counterpart; Electronic Signatures: The parties agree that this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and together which when executed by the requisite parties shall be deemed to be a complete original agreement. Counterparts may be delivered via facsimile, electronic mail (including PDF), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered, be valid and effective for all purposes, and shall have the same legal force and effect as an original document. This Agreement, and any counterpart, may be electronically signed by each or any of the parties through the use of any commercially available digital and/or electronic signature software or other electronic signature method in compliance with the U.S. federal ESIGN Act of 2000, California’s Uniform Electronic Transactions Act (Cal.

Civil Code § 1633.1 et seq.), or other applicable law. By its use of any electronic signature below, the signing party agrees to have conducted this transaction and to execution of this Agreement by electronic means.
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Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) 15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date last signed by the parties to the Agreement.

Reviewed as to funds:

TW 23/24-064
By:

Sonoma County Water Agency
Division Manager – Administrative
Services
Approved as to form:

By:

Adam Brand, Deputy County Counsel
Insurance Documentation is on file with
Sonoma Water
Date/TW Initials:

Sonoma County Water Agency Sub-Recipient
By: By:

Grant Davis
General Manager Name:

Authorized per Sonoma County Water
Agency’s Board of Directors Action
August 9, 2022
Title:

Date: Date:
34 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) A-1 Exhibit A
Program Scope

1. REBATE PROGRAMS END ON OR BEFORE 9/30/26

2. PROGRAM OVERVIEW
Through the Sonoma-Marin Drought Resiliency Program, Participating Agencies will provide rebates for turf removal, high-efficiency toilets and appliances, water monitoring devices, and smart irrigation controllers, and will directly install indoor plumbing fixtures. Participating Agencies shall record the locations of turf removal, and the locations of all rebates and directlyinstalled plumbing fixtures, and provide this information to Sonoma Water for federal reporting requirements.

Project Location Map
35 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) A-2

3. GRANT FUNDED MEASURES
A. The Water Efficient Landscape Rebate Program (Turf Replacement): Sub-Recipient may implement the turf replacement program by following established procedures for approving rebate applications, verifying amount of turf removed, and administering rebates. Backup documentation such as copies of checks to customers or rebate applications will be provided upon request.

B. High Efficiency Washer Rebate Program: Sub-Recipient may implement the clothes washer replacement rebate program by following established procedures for approving rebate applications, verifying qualified models of clothes washers, and administering residential rebates. Backup documentation such as copies of checks to customers or rebate applications will be provided upon request.

C. High Efficiency Toilet Program: Participating partners may implement rebates for high efficiency toilets by following established procedures for approving rebate applications, verifying qualified models of toilets purchased, and administering rebates. Backup documentation such as copies of checks to customers or rebate applications will be provided upon request.

D. Smart Irrigation Controller Program: Sub-Recipient may implement rebates for smart irrigation controllers by following established procedures for approving rebate applications and verifying qualified models of irrigation controllers. Backup documentation such as copies of checks to customers or rebate applications will be provided upon request.

E. Flume Smart Measuring Device Program: Sub-Recipient may implement the Flume Smart Measuring Device Installation rebate program by following established procedures for approving rebate applications, verifying Flume installation, administering residential rebates. Backup documentation such as copies of checks to customers or rebate applications will be provided upon request.

F. The Direct Install Program: Sub-Recipient will work with qualified plumbers to install high-efficiency indoor fixture packages in households. These packages may include one ultra-high efficiency toilet (UHET) at 0.8 gallons per flush (gpf), one showerhead at 1.5 gallons per minute (gpm), one faucet aerator at 1.0 gpm and a kitchen faucet aerator at 1.5 gpm. Multiple packages may be installed in one household depending on the need of each household. Sub-Recipient will ensure toilets and fixtures are installed according to program requirements and specifications, including postinstallation verification sampling. Management strategies for post-installation monitoring will be adapted and expanded as needed based on sample results to meet the program goals and requirements. Backup documentation such as copies of checks to plumbers or rebate applications will be provided upon request. 36 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) A-3 G. Deliverables
1) Quarterly reports to Sonoma Water as specified in Section 3.6 (Quarterly Progress and Financial Reports) and Exhibit E (Performance Report Templates) of this Agreement.
2) Copies of public outreach, marketing, project photos, and promotional/web link materials.
3) Examples of rebate applications
4) Copies of checks or additional backup documentation in support of costs (upon request).
5) Final report:
a. Provide a final report to Sonoma Water as specified in Exhibit E (Performance Report Templates) of this Agreement to fulfill reporting grant closeout requirements for Reclamation. This will include costs and/or benefits deriving from the Program since completion, among other information. The final report template will be provided closer to the project end date 37 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) B-1 Exhibit B
Schedule of Programs and Costs
Grant-Funded Measure Rebate
maximum
Grant Funds
available
Sub-Recipient’s
Match
Obligation
Turf Replacement Program Up to
$1.50/sq ft
$6,944.00 $8,487.00
High Efficiency Washer Rebate
Program
Up to
$75.00 each
$1,282.00 $1,568.00
High Efficiency Toilet Program Up to $
each
$0 $0
Smart Irrigation Controller
Program
Up to $
each
$0 $0
Flume Smart Measuring Device
Program
Up to $
each
$0 $0
Direct Install Program Up to $ per
package
$0 $0
Total Available Funding $8,226.00 $10,055.00
Note: Additional funds may become available if Participating Agencies do not use allocated amounts. Amount of funding and eligible quantities may be modified by using Exhibit B-1- Amended Schedule of Program Costs.
38 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) B1-1 Exhibit B-1
Amended Schedule of Programs and Costs
Grant-Funded Measure Rebate
maximum
Grant
Funds
available
SubRecipient’s
Match
Obligation
Turf Removal Rebate Up to $/sq ft
High Efficiency Washer Rebate Up to $ each
Flume Home Water Measuring Rebate Up to $ each
High Efficiency Toilet Rebate Up to $ each
Smart Irrigation Controllers Rebate Up to $ each
Direct Install Program Up to $ per
package
Total Available Funding xxxx.xx xxxx.xx
Sonoma Water and Sub-Recipient mutually agree that quantities and dollar amounts listed above will replace any earlier version of Exhibit B. All conditions of the Agreement other than those specifically changed by this amended Exhibit shall remain in effect.

Sub-Recipient Sonoma County Water Agency
By: Reviewed by Paul Piazza, Program Manager:

Title: By:

Date: By:

Brad Elliott, Grant Manager
Sonoma Water copies to:

Accounting and Records
Joan Hultberg
Date:________________________________
39 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) C-1 Exhibit C
Insurance Requirements

1. INSURANCE TO BE MAINTAINED BY SUB-RECIPIENT
Sub-Recipient shall maintain insurance, pooled risk, and/or self-insurance as described below and shall require all of its subcontractors, consultants, and other agents to maintain insurance as described below unless such insurance has been expressly waived by the attachment of a Waiver of Insurance Requirements. The insurance shall be maintained for the entire term of the Agreement after all funds have been disbursed.

Sonoma Water reserves the right to review any and all of the required insurance policies and/or endorsements but has no obligation to do so. Sonoma Water’s failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or Sonoma Water’s failure to identify any insurance deficiency shall not relieve Sub-Recipient from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement.

1.1. Workers Compensation and Employers Liability Insurance a. Required if Sub-Recipient has employees as defined by the Labor Code of the State of California.
b. Workers Compensation insurance with statutory limits as required by the Labor Code of the State of California.
c. Employers’ Liability with minimum limits of $1,000,000 per Accident; $1,000,000 Disease per employee; $1,000,000 Disease per policy. d. Required Evidence of Insurance: Certificate of Insurance e. If Sub-Recipient currently has no employees as defined by the Labor Code of the State of California, Sub-Recipient agrees to obtain the above-specified Workers’ Compensation and Employers’ Liability insurance should employees be engaged during the term of this Agreement or any extensions of the term.

1.2. General Liability Insurance
a. Commercial General Liability Insurance on a standard occurrence form, no less broad than Insurance Services Office (ISO) form CG 00 01. b. Minimum Limits: $1,000,000 per Occurrence; $2,000,000 General Aggregate; $2,000,000 Products/Completed Operations Aggregate. The required limits may be provided by a combination of General Liability Insurance and either Commercial Excess or Commercial Umbrella Liability Insurance. If SubRecipient maintains higher limits than the specified minimum limits, Sonoma Water requires and shall be entitled to coverage for the higher limits maintained by Sub-Recipient.
40 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) C-2 c. Any deductible or self-insured retention shall be shown on the Certificate of Insurance. If the deductible or self-insured retention exceeds $25,000 it must be approved in advance by Sonoma Water. Sub-Recipient is responsible for any deductible or self-insured retention and shall fund it upon Sonoma Water’s written request, regardless of whether Sub-Recipient has a claim against the insurance or is named as a party in any action involving Sonoma Water.
d. Sonoma County Water Agency, its officers, agents, and employees, shall be endorsed as additional insureds or additional covered parties for liability arising out of Sub-Recipient’s ongoing operations. (ISO endorsement CG 20 26 or equivalent).
e. The insurance provided to the additional insureds/additional covered parties shall be primary to, and non-contributory with, any insurance or selfinsurance program maintained by them. f. The policy definition of “insured contract” shall include assumptions of liability arising out of both ongoing operations and the products-completed operations hazard (broad form contractual liability coverage including the “f” definition of insured contract in ISO form CG 00 01, or equivalent). g. The policy shall cover inter-insured suits between Sonoma Water and SubRecipient and include a “separation of insureds” or “severability” clause which treats each insured separately.
h. Required Evidence of Insurance:
i. Copy of the additional insured endorsement or policy language granting additional insured status; and
ii. Certificate of Insurance.

1.3. Automobile Liability Insurance
a. Minimum Limit: $1,000,000 combined single limit per accident. The required limit may be satisfied by a combination of Automobile Liability Insurance and either Commercial Excess or Commercial Umbrella Liability Insurance. b. Insurance shall cover all owned vehicles if Sub-Recipient owns vehicles. c. Insurance shall cover hired and non-owned vehicles.
d. Required Evidence of Insurance: Certificate of Insurance.

1.4. Standards for Insurance Companies
a. Insurers, other than the California State Compensation Insurance Fund, shall have an A.M. Best's rating of at least A:VII.

1.5. Documentation
a. The Certificate of Insurance must include the following reference: TW 23/24- 064.
b. Sub-Recipient shall submit required Evidence of Insurance prior to the execution of this Agreement. Sub-Recipient agrees to maintain current 41 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) C-3 Evidence of Insurance on file with Sonoma Water for the required period of insurance.
c. The name and address for mailing Additional Insured endorsements and Certificates of Insurance is: Sonoma County Water Agency, 404 Aviation Boulevard, Santa Rosa, CA 95403-9019.
d. Required Evidence of Insurance shall be submitted for any renewal or replacement of a policy that already exists, at least ten (10) days before expiration or other termination of the existing policy. e. Sub-Recipient shall provide immediate written notice if: (1) any of the required insurance policies are terminated; (2) the limits of any of the required policies are reduced; or (3) the deductible or self-insured retention is increased.
f. Upon written request, certified copies of required insurance policies must be provided within thirty (30) days.

1.6. Policy Obligations
a. Sub-Recipient’s indemnity and other obligations shall not be limited by the foregoing insurance requirements.
42 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-1 Exhibit D
Federal Award Identification and Pass-Through Requirements [add PDF to final for signature; provide other party with PDF docs for review] 43 of 1574
Sub-Award Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) E-1 Exhibit E
Performance Report Templates
[Add PDF to final for signature]
44 of 1574
Exhibit D
Federal Award Identification and Pass-through Terms and Conditions Page
D-2
D-3
D-7
Contents
D.1 Federal Award Identification Form
D.2 Regulatory Compliance and Public Laws
D.3 Reclamation Standard Terms and Conditions
D.4 Department of Interior Standard Terms and Conditions D-41 Definitions used in this Exhibit
Federal Awarding Agency U.S. Bureau of Reclamation or U.S. Department of the Interior Pass-through Entity Sonoma County Water Agency
Subrecipient Entity identified in Federal Award Identification Form on page D-2.

Recipient Applies to Sonoma County Water Agency and Subrecipient Non-Federal Entity Applies to Sonoma County Water Agency and Subrecipient Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-1 45 of 1574
D.1 Federal Award IdenƟficaƟon Form

1. Subrecipient name City of CotaƟ

2. Subrecipient unique enƟty idenƟfier Q544JXUP8VM4

3. Federal Award IdenƟficaƟon Number (FAIN) R24AP00002

4. Federal Award of award to recipient by the
Federal agency
02/16/2024

5. Subaward Period of Performance Start and End
Date
02/16/2024 through 9/30/2026

6. Subaward Budget Period Start and End Date:

Pre‐award costs incurred on or aŌer:
02/16/2024 through 9/30/2026
04/01/2022

7. Amount of Federal Funds Obligated by this acƟon
by the pass‐through enƟty to the subrecipient
$8,226.00

8. Total Amount of Federal Funds Obligated to the
subrecipient by the pass‐through enƟty including
the current financial obligaƟon
$8,226.00

9. Total Amount of the Federal Award commiƩed to
the subrecipient by the pass‐through enƟty
$8,226.00

10. Federal award project descripƟon See Project DescripƟon Below

11. Federal Funding Agency: US Dept. of the Interior, Bureau of ReclamaƟon

12. Pass‐through EnƟty Sonoma County Water Agency

13.Pass‐through EnƟty Awarding Official Grant Davis, General Manager

14. Assistance LisƟngs number and Title CFDA/ALN: 15.507 ‐ WaterSMART (Sustain and Manage America’s
Resources for Tomorrow)

15. Federal award amount: $2,000,000

16. Is the award for Research and Development? No

17. Indirect cost rate for the Federal award 10%
Project DescripƟon: The Sonoma County Water Agency will implement a water conservaƟon rebate program in partnership with 12 regional water uƟlity partners that have joined together to work on regional soluƟons for water use efficiency. The Sonoma‐Marin Drought Resiliency Program includes removing over 1.7 million square feet of turf grass, replacing 650 inefficient washing machines with high‐efficiency models, installing 215 home water monitoring devices, replacing 700 high‐ volume toilets with high efficiency models, and installing 815 smart irrigaƟon controllers. In addiƟon, the City of Santa Rosa will offer a direct‐install program to provide 2,500 households with high‐efficiency indoor fixtures, including low flow showerheads and faucet aerators. The project is expected to result in annual water savings of 342 acre‐feet, which will remain in the Russian River system.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-2 46 of 1574

1. REGULATORY COMPLIANCE
The Recipient agrees to comply or assist Reclamation with all regulatory compliance requirements and all applicable state, Federal, and local environmental and cultural and paleontological resource protection laws and regulations as applicable to this project. These may include, but are not limited to, the National Environmental Policy Act (NEPA), including the Council on Environmental Quality and Department of the Interior regulations implementing NEPA, the Clean Water Act, the Endangered Species Act, consultation with potentially affected Tribes, and consultation with the State Historic Preservation Office. Once regulatory compliance is complete, a Reclamation GO will issue a Notice to Proceed along with the compliance documentation notifying the Recipient that compliance is complete and on-the-ground work can commence on the project. If the Recipient begins project activities that require environmental or other regulatory compliance approval prior to receipt of written notice from the Reclamation GO that all such clearances have been obtained, then Reclamation reserves the right to initiate remedies for non-compliance as defined by 2 CFR 200.339 up to and including unilateral termination of this agreement per 2 CFR 200.340.

2. AGRICULTURAL OPERATIONS [Public Law 111-11, Section 9504(a)(3)(B)] The Recipient shall not use any associated water savings to increase the total irrigated acreage of the Recipient or otherwise increase the consumptive use of water in the operation of the Recipient, as determined pursuant to the law of the State in which the operation of Recipient is located.

3. TITLE TO IMPROVEMENTS [Public Law 111-11, Section 9504(a)(3)(D)] If the activities funded under this Agreement result in an infrastructure improvement to a federally owned facility, the Federal Government shall continue to hold title to the facility and improvements to the facility.

4. OPERATION AND MAINTENANCE COSTS [Public Law 111-11,
Section 9504(a)(3)(E)(iv.)]
The non-Federal share of the cost of operating and maintaining any infrastructure improvement funded through this Agreement shall be 100 percent.

5. LIABILITY [Public Law 111-11, Section 9504(a)(3)(F)] (a) IN GENERAL.—Except as provided under chapter 171 of title 28, United States Code (commonly known as the ‘‘Federal Tort Claims Act’’), the United States shall not be liable for monetary damages of any kind for any injury arising out of an act, omission, or occurrence that arises in relation to any facility created or improved under this Agreement, the title of which is not held by the United States.

D.2 Regulatory Compliance and Public Laws
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(b) TORT CLAIMS ACT.—Nothing in this section increases the liability of the United States beyond that provided in chapter 171 of title 28, United States Code (commonly known as the ‘‘Federal Tort Claims Act’’).

6. BUY AMERICA DOMESTIC PROCUREMENT PREFERENCE
As required by Section 70914 of the Bipartisan Infrastructure Law (also known as the Infrastructure Investment and Jobs Act), P.L. 117-58, on or after May 14, 2022, none of the funds under a federal award that are part of Federal financial assistance program for infrastructure may be obligated for a project unless all of the iron, steel, manufactured products, and construction materials used in the project are produced in the United States, unless subject to an approved waiver. The requirements of this section must be included in all subawards, including all contracts and purchase orders for work or products under this program.

Recipients of an award of Federal financial assistance are hereby notified that none of the funds provided under this award may be used for a project for infrastructure unless:

1. all iron and steel used in the project are produced in the United States--this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States;

2. all manufactured products used in the project are produced in the United States— this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation; and

3. all construction materials are manufactured in the United States—this means that all manufacturing processes for the construction material occurred in the United States.

The Buy America preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project, but are not an integral part of the structure or permanently affixed to the infrastructure project.

For further information on the Buy America preference, please visit www.doi.gov/grants/BuyAmerica. Additional information can also be found at the White House Made in America Office website: www.whitehouse.gov/omb/management/made-in-america/.

Waivers
When necessary, recipients may apply for, and the Department of the Interior (DOI) may grant, a waiver from these requirements, subject to review by the Made in America Office. The DOI may Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-4 48 of 1574
waive the application of the domestic content procurement preference in any case in which it is determined that one of the below circumstances applies:

1. Non-availability Waiver: the types of iron, steel, manufactured products, or construction materials are not produced in the United States in sufficient and reasonably available quantities or of a satisfactory quality;

2. Unreasonable Cost Waiver: the inclusion of iron, steel, manufactured products, or construction materials produced in the United States will increase the cost of the overall project by more than 25 percent; or

3. Public Interest Waiver: applying the domestic content procurement preference would be inconsistent with the public interest.

There may be instances where an award qualifies, in whole or in part, for an existing DOI general applicability waiver as described at:
www.doi.gov/grants/BuyAmerica/GeneralApplicabilityWaivers. If the specific financial assistance agreement, infrastructure project, or non-domestic materials meets the criteria of an existing general applicability waiver within the limitations defined within the waiver, the recipient is not required to request a separate waiver for non-domestic materials.

If a general applicability waiver does not already apply, and a recipient believes that one of the above circumstances applies to an award, a request to waive the application of the domestic content procurement preference may be submitted to the financial assistance awarding officer in writing. Waiver requests shall include the below information. The waiver shall not include any Privacy Act information, sensitive data, or proprietary information within their waiver request.

Waiver requests will be posted to www.doi.gov/grants/buyamerica and are subject to public comment periods of no less than 15 days. Waiver requests will also be reviewed by the Made in America Office.

1. Type of waiver requested (non-availability, unreasonable cost, or public interest).

2. Requesting entity and Unique Entity Identifier (UEI) submitting the request.

3. Department of Interior Bureau or Office who issued the award.

4. Federal financial assistance listing name and number (reference block 2 on DOI Notice of Award)

5. Financial assistance title of project (reference block 8 on DOI Notice of Award).

6. Federal Award Identification Number (FAIN).

7. Federal funding amount (reference block 11.m. on DO  Notice of Award).

8. Total cost of Infrastructure expenditures (includes federal and non-federal funds to the extent known).

9. Infrastructure project description(s) and location(s) (to the extent known).

10. List of iron or steel item(s), manufactured goods, and construction material(s) the recipient seeks to waive from Buy America requirements. Include the name, cost, countries of origin (if known), and relevant PSC or NAICS code for each.

11. A certification that the recipient made a good faith effort to solicit bids for domestic products supported by terms included in requests for proposals, contracts, and nonproprietary communications with the prime contractor.

12. A statement of waiver justification, including a description of efforts made (e.g., market research, industry outreach) by the recipient, in an attempt to avoid the need Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-5 49 of 1574
for a waiver. Such a justification may cite, if applicable, the absence of any Buy America-compliant bids received in response to a solicitation.

13. Anticipated impact if no waiver is issued.

Approved waivers will be posted at www.doi.gov/grants/BuyAmerica/ApprovedWaivers; recipients requesting a waiver will be notified of their waiver request determination by an awarding officer.

Questions pertaining to waivers should be directed to the financial assistance awarding officer.

Definitions
“Construction materials” includes an article, material, or supply that is or consists primarily of:
• non-ferrous metals;
• plastic and polymer-based products (including polyvinylchloride, composite building materials, and polymers used in fiber optic cables); • glass (including optic glass);
• lumber; or
• drywall.
“Construction Materials” does not include cement and cementitious materials, aggregates such as stone, sand, or gravel, or aggregate binding agents or additives. “Domestic content procurement preference’’ means all iron and steel used in the project are produced in the United States; the manufactured products used in the project are produced in the United States; or the construction materials used in the project are produced in the United States.
“Infrastructure” includes, at a minimum, the structures, facilities, and equipment for, in the United States, roads, highways, and bridges; public transportation; dams, ports, harbors, and other maritime facilities; intercity passenger and freight railroads; freight and intermodal facilities; airports; water systems, including drinking water and wastewater systems; electrical transmission facilities and systems; utilities; broadband infrastructure; and buildings and real property. Infrastructure includes facilities that generate, transport, and distribute energy. “Project” means the construction, alteration, maintenance, or repair of infrastructure in the United States
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2. PROCUREMENT STANDARDS (2 CFR 200.317 through 200.327) §200.317 Procurements by States
When procuring property and services under a Federal award, a State must follow the same policies and procedures it uses for procurements from its non-Federal funds. The State will comply with §§200.321, 200.322, and 200.323 and ensure that every purchase order or other contract includes any clauses required by §200.327. All other non-Federal entities, including subrecipients of a State, must follow the procurement standards in §§200.318 through 200.327.

D.3 RECLAMATION STANDARD TERMS AND CONDITIONS

1. REGULATIONS
The regulations at 2 CFR Subtitle A, Chapter II, Part 200 “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards”, are hereby incorporated by reference as though set forth in full text. Failure of a Recipient to comply with any applicable regulation or circular may be the basis for withholding payments for proper charges made by the Recipient and/or for termination of support.

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§200.318 General procurement standards
(a) The non-Federal entity must have and use documented procurement procedures, consistent with State, local, and tribal laws and regulations and the standards of this section, for the acquisition of property or services required under a Federal award or subaward. The non-Federal entity's documented procurement procedures must conform to the procurement standards identified in §§200.317 through 200.327. (b) Non-Federal entities must maintain oversight to ensure that contractors perform in accordance with the terms, conditions, and specifications of their contracts or purchase orders.
(c)
(1) The non-Federal entity must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award and administration of contracts. No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a Federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract. The officers, employees, and agents of the non-Federal entity may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, non-Federal entities may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the non-Federal entity. (2) If the non-Federal entity has a parent, affiliate, or subsidiary organization that is not a state, local government, or Indian tribe, the non-Federal entity must also maintain written standards of conduct covering organizational conflicts of interest.

Organizational conflicts of interest means that because of relationships with a parent company, affiliate, or subsidiary organization, the non-Federal entity is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization.
(d) The non-Federal entity's procedures must avoid acquisition of unnecessary or duplicative items. Consideration should be given to consolidating or breaking out procurements to obtain a more economical purchase. Where appropriate, an analysis will be made of lease versus purchase alternatives, and any other appropriate analysis to determine the most economical approach.
(e) To foster greater economy and efficiency, and in accordance with efforts to promote costeffective use of shared services across the Federal Government, the non-Federal entity is encouraged to enter into state and local intergovernmental agreements or inter-entity Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-8 52 of 1574
agreements where appropriate for procurement or use of common or shared goods and services.
(f) The non-Federal entity is encouraged to use Federal excess and surplus property in lieu of purchasing new equipment and property whenever such use is feasible and reduces project costs.
(g) The non-Federal entity is encouraged to use value engineering clauses in contracts for construction projects of sufficient size to offer reasonable opportunities for cost reductions. Value engineering is a systematic and creative analysis of each contract item or task to ensure that its essential function is provided at the overall lower cost. (h) The non-Federal entity must award contracts only to responsible contractors possessing the ability to perform successfully under the terms and conditions of a proposed procurement. Consideration will be given to such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resources. See also §200.214.
(i) The non-Federal entity must maintain records sufficient to detail the history of procurement. These records will include, but are not necessarily limited to the following:
rationale for the method of procurement, selection of contract type, contractor selection or rejection, and the basis for the contract price.
(j) (1) The non-Federal entity may use a time and materials type contract only after a determination that no other contract is suitable and if the contract includes a ceiling price that the contractor exceeds at its own risk. Time and materials type contract means a contract whose cost to a non-Federal entity is the sum of:
(i) The actual cost of materials; and
(ii) Direct labor hours charged at fixed hourly rates that reflect wages, general and administrative expenses, and profit.
(2) Since this formula generates an open-ended contract price, a time-and-materials contract provides no positive profit incentive to the contractor for cost control or labor efficiency. Therefore, each contract must set a ceiling price that the contractor exceeds at its own risk. Further, the non-Federal entity awarding such a contract must assert a high degree of oversight in order to obtain reasonable assurance that the contractor is using efficient methods and effective cost controls. (k) The non-Federal entity alone must be responsible, in accordance with good administrative practice and sound business judgment, for the settlement of all contractual and administrative issues arising out of procurements. These issues include, but are not limited to, source evaluation, protests, disputes, and claims. These standards do not relieve the non-Federal entity of any contractual responsibilities under its contracts. The Federal awarding agency will not substitute its judgment for that of the non-Federal entity unless the matter is primarily a Federal concern. Violations of law will be referred to the local, state, or Federal authority having proper jurisdiction.

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§200.319 Competition
(a) All procurement transactions for the acquisition of property or services required under a Federal award must be conducted in a manner providing full and open competition consistent with the standards of this section and §200.320. (b) In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, or invitations for bids or requests for proposals must be excluded from competing for such procurements. Some of the situations considered to be restrictive of competition include but are not limited to:
(1) Placing unreasonable requirements on firms in order for them to qualify to do business;
(2) Requiring unnecessary experience and excessive bonding; (3) Noncompetitive pricing practices between firms or between affiliated companies; (4) Noncompetitive contracts to consultants that are on retainer contracts; (5) Organizational conflicts of interest;
(6) Specifying only a “brand name” product instead of allowing “an equal” product to be offered and describing the performance or other relevant requirements of the procurement; and
(7) Any arbitrary action in the procurement process.
(c) The non-Federal entity must conduct procurements in a manner that prohibits the use of statutorily or administratively imposed state, local, or tribal geographical preferences in the evaluation of bids or proposals, except in those cases where applicable Federal statutes expressly mandate or encourage geographic preference. Nothing in this section preempts state licensing laws. When contracting for architectural and engineering (A/E) services, geographic location may be a selection criterion provided its application leaves an appropriate number of qualified firms, given the nature and size of the project, to compete for the contract.
(d) The non-Federal entity must have written procedures for procurement transactions. These procedures must ensure that all solicitations:
(1) Incorporate a clear and accurate description of the technical requirements for the material, product, or service to be procured. Such description must not, in competitive procurements, contain features which unduly restrict competition. The description may include a statement of the qualitative nature of the material, product or service to be procured and, when necessary, must set forth those minimum essential characteristics and standards to which it must conform if it is to satisfy its intended use. Detailed product specifications should be avoided if at all possible.

When it is impractical or uneconomical to make a clear and accurate description of Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-10 54 of 1574
the technical requirements, a “brand name or equivalent” description may be used as a means to define the performance or other salient requirements of procurement. The specific features of the named brand which must be met by offers must be clearly stated; and
(2) Identify all requirements which the offerors must fulfill and all other factors to be used in evaluating bids or proposals.
(e) The non-Federal entity must ensure that all prequalified lists of persons, firms, or products which are used in acquiring goods and services are current and include enough qualified sources to ensure maximum open and free competition. Also, the non-Federal entity must not preclude potential bidders from qualifying during the solicitation period. (f) Noncompetitive procurements can only be awarded in accordance with §200.320(c). §200.320 Methods of procurement to be followed
The non-Federal entity must have and use documented procurement procedures, consistent with the standards of this section and §§200.317, 200.318, and 200.319 for any of the following methods of procurement used for the acquisition of property or services required under a Federal award or sub-award.
(a) Informal procurement methods. When the value of the procurement for property or services under a Federal award does not exceed the simplified acquisition threshold (SAT), as defined in §200.1, or a lower threshold established by a non-Federal entity, formal procurement methods are not required. The non-Federal entity may use informal procurement methods to expedite the completion of its transactions and minimize the associated administrative burden and cost. The informal methods used for procurement of property or services at or below the SAT include:
(1) Micro-purchases—(i) Distribution. The acquisition of supplies or services, the aggregate dollar amount of which does not exceed the micro-purchase threshold (See the definition of micro-purchase in §200.1). To the maximum extent practicable, the non-Federal entity should distribute micro-purchases equitably among qualified suppliers.
(ii) Micro-purchase awards. Micro-purchases may be awarded without soliciting competitive price or rate quotations if the non-Federal entity considers the price to be reasonable based on research, experience, purchase history or other information and documents it files accordingly. Purchase cards can be used for micro-purchases if procedures are documented and approved by the non-Federal entity. (iii) Micro-purchase thresholds. The non-Federal entity is responsible for determining and documenting an appropriate micro-purchase threshold based on internal controls, an evaluation of risk, and its documented procurement procedures. The micro-purchase threshold used by the non-Federal entity must be authorized or not prohibited under State, local, or tribal laws or regulations. Non-Federal entities may Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-11 55 of 1574
establish a threshold higher than the Federal threshold established in the Federal Acquisition Regulations (FAR) in accordance with paragraphs (a)(1)(iv) and (v) of this section.
(iv) Non-Federal entity increase to the micro-purchase threshold up to $50,000. NonFederal entities may establish a threshold higher than the micro-purchase threshold identified in the FAR in accordance with the requirements of this section. The nonFederal entity may self-certify a threshold up to $50,000 on an annual basis and must maintain documentation to be made available to the Federal awarding agency and auditors in accordance with §200.334. The self-certification must include a justification, clear identification of the threshold, and supporting documentation of any of the following:
(A) A qualification as a low-risk auditee, in accordance with the criteria in §200.520 for the most recent audit;
(B) An annual internal institutional risk assessment to identify, mitigate, and manage financial risks; or,
(C) For public institutions, a higher threshold consistent with State law. (v) Non-Federal entity increase to the micro-purchase threshold over $50,000. Micropurchase thresholds higher than $50,000 must be approved by the cognizant agency for indirect costs. The non-federal entity must submit a request with the requirements included in paragraph (a)(1)(iv) of this section. The increased threshold is valid until there is a change in status in which the justification was approved.
(2) Small purchases—(i) Small purchase procedures. The acquisition of property or services, the aggregate dollar amount of which is higher than the micro-purchase threshold but does not exceed the simplified acquisition threshold. If small purchase procedures are used, price or rate quotations must be obtained from an adequate number of qualified sources as determined appropriate by the non-Federal entity. (ii) Simplified acquisition thresholds. The non-Federal entity is responsible for determining an appropriate simplified acquisition threshold based on internal controls, an evaluation of risk and its documented procurement procedures which must not exceed the threshold established in the FAR. When applicable, a lower simplified acquisition threshold used by the non-Federal entity must be authorized or not prohibited under State, local, or tribal laws or regulations. (b) Formal procurement methods. When the value of the procurement for property or services under a Federal financial assistance award exceeds the SAT, or a lower threshold established by a non-Federal entity, formal procurement methods are required. Formal procurement methods require following documented procedures. Formal procurement methods also require public advertising unless a non-competitive procurement can be used in accordance with §200.319 or paragraph (c) of this section. The following formal methods of procurement are used for procurement of property or services above the Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-12 56 of 1574
simplified acquisition threshold or a value below the simplified acquisition threshold the non-Federal entity determines to be appropriate:
(1) Sealed bids. A procurement method in which bids are publicly solicited and a firm fixed-price contract (lump sum or unit price) is awarded to the responsible bidder whose bid, conforming with all the material terms and conditions of the invitation for bids, is the lowest in price. The sealed bids method is the preferred method for procuring construction, if the conditions.
(i) In order for sealed bidding to be feasible, the following conditions should be present:
(A) A complete, adequate, and realistic specification or purchase description is available;
(B) Two or more responsible bidders are willing and able to compete effectively for the business; and
(C) The procurement lends itself to a firm fixed price contract and the selection of the successful bidder can be made principally on the basis of price. (ii) If sealed bids are used, the following requirements apply:
(A) Bids must be solicited from an adequate number of qualified sources, providing them sufficient response time prior to the date set for opening the bids, for local, and tribal governments, the invitation for bids must be publicly advertised;
(B) The invitation for bids, which will include any specifications and pertinent attachments, must define the items or services in order for the bidder to properly respond;
(C) All bids will be opened at the time and place prescribed in the invitation for bids, and for local and tribal governments, the bids must be opened publicly; (D) A firm fixed price contract award will be made in writing to the lowest responsive and responsible bidder. Where specified in bidding documents, factors such as discounts, transportation cost, and life cycle costs must be considered in determining which bid is lowest. Payment discounts will only be used to determine the low bid when prior experience indicates that such discounts are usually taken advantage of; and
(E) Any or all bids may be rejected if there is a sound documented reason.

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(2) Proposals. A procurement method in which either a fixed price or cost-reimbursement type contract is awarded. Proposals are generally used when conditions are not appropriate for the use of sealed bids. They are awarded in accordance with the following requirements:
(i) Requests for proposals must be publicized and identify all evaluation factors and their relative importance. Proposals must be solicited from an adequate number of qualified offerors. Any response to publicized requests for proposals must be considered to the maximum extent practical;
(ii) The non-Federal entity must have a written method for conducting technical evaluations of the proposals received and making selections; (iii) Contracts must be awarded to the responsible offeror whose proposal is most advantageous to the non-Federal entity, with price and other factors considered; and
(iv) The non-Federal entity may use competitive proposal procedures for qualifications-based procurement of architectural/engineering (A/E) professional services whereby offeror's qualifications are evaluated and the most qualified offeror is selected, subject to negotiation of fair and reasonable compensation.

The method, where price is not used as a selection factor, can only be used in procurement of A/E professional services. It cannot be used to purchase other types of services though A/E firms that are a potential source to perform the proposed effort.
(c) Noncompetitive procurement. There are specific circumstances in which noncompetitive procurement can be used. Noncompetitive procurement can only be awarded if one or more of the following circumstances apply:
(1) The acquisition of property or services, the aggregate dollar amount of which does not exceed the micro-purchase threshold (see paragraph (a)(1) of this section); (2) The item is available only from a single source;
(3) The public exigency or emergency for the requirement will not permit a delay resulting from publicizing a competitive solicitation;
(4) The Federal awarding agency or pass-through entity expressly authorizes a noncompetitive procurement in response to a written request from the non-Federal entity; or
(5) After solicitation of a number of sources, competition is determined inadequate.

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§200.321 Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms
(a) The non-Federal entity must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible.
(b) Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. §200.322 Domestic preferences for procurements
(a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award.
(b) For purposes of this section:
(1) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
(2) “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymerAgreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-15 59 of 1574
based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
§200.323 Procurement of recovered materials
A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. §200.324 Contract cost and price
(a) The non-Federal entity must perform a cost or price analysis in connection with every procurement action in excess of the Simplified Acquisition Threshold including contract amendments. The method and degree of analysis is dependent on the facts surrounding the particular procurement situation, but as a starting point, the non-Federal entity must make independent estimates before receiving bids or proposals. (b) The non-Federal entity must negotiate profit as a separate element of the price for each contract in which there is no price competition and in all cases where cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the contractor, the contractor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. (c) Costs or prices based on estimated costs for contracts under the Federal award are allowable only to the extent that costs incurred or cost estimates included in negotiated prices would be allowable for the non-Federal entity under subpart E of this part. The non-Federal entity may reference its own cost principles that comply with the Federal cost principles.
(d) The cost plus a percentage of cost and percentage of construction cost methods of contracting must not be used.
§200.325 Federal awarding agency or pass-through entity review (a) The non-Federal entity must make available, upon request of the Federal awarding agency or pass-through entity, technical specifications on proposed procurements where the Federal awarding agency or pass-through entity believes such review is needed to ensure that the item or service specified is the one being proposed for acquisition. This review generally will take place prior to the time the specification is incorporated into a Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-16 60 of 1574
solicitation document. However, if the non-Federal entity desires to have the review accomplished after a solicitation has been developed, the Federal awarding agency or pass-through entity may still review the specifications, with such review usually limited to the technical aspects of the proposed purchase.
(b) The non-Federal entity must make available upon request, for the Federal awarding agency or pass-through entity pre-procurement review, procurement documents, such as requests for proposals or invitations for bids, or independent cost estimates, when:
(1) The non-Federal entity's procurement procedures or operation fails to comply with the procurement standards in this part;
(2) The procurement is expected to exceed the Simplified Acquisition Threshold and is to be awarded without competition or only one bid or offer is received in response to a solicitation;
(3) The procurement, which is expected to exceed the Simplified Acquisition Threshold, specifies a “brand name” product;
(4) The proposed contract is more than the Simplified Acquisition Threshold and is to be awarded to other than the apparent low bidder under a sealed bid procurement; or (5) A proposed contract amendment changes the scope of a contract or increases the contract amount by more than the Simplified Acquisition Threshold. (c) The non-Federal entity is exempt from the pre-procurement review in paragraph (b) of this section if the Federal awarding agency or pass-through entity determines that its procurement systems comply with the standards of this part. (1) The non-Federal entity may request that its procurement system be reviewed by the Federal awarding agency or pass-through entity to determine whether its system meets these standards in order for its system to be certified. Generally, these reviews must occur where there is continuous high-dollar funding, and third-party contracts are awarded on a regular basis;
(2) The non-Federal entity may self-certify its procurement system. Such selfcertification must not limit the Federal awarding agency's right to survey the system.

Under a self-certification procedure, the Federal awarding agency may rely on written assurances from the non-Federal entity that it is complying with these standards. The non-Federal entity must cite specific policies, procedures, regulations, or standards as being in compliance with these requirements and have its system available for review. §200.326 Bonding requirements
For construction or facility improvement contracts or subcontracts exceeding the Simplified Acquisition Threshold, the Federal awarding agency or pass-through entity may accept the bonding policy and requirements of the non-Federal entity provided that the Federal awarding agency or pass-through entity has made a determination that the Federal interest is adequately Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-17 61 of 1574
protected. If such a determination has not been made, the minimum requirements must be as follows:
(a) A bid guarantee from each bidder equivalent to five percent of the bid price. The “bid guarantee” must consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified.
(b) A performance bond on the part of the contractor for 100 percent of the contract price. A “performance bond” is one executed in connection with a contract to secure fulfillment of all the contractor's requirements under such contract.
(c) A payment bond on the part of the contractor for 100 percent of the contract price. A “payment bond” is one executed in connection with a contract to assure payment as required by law of all persons supplying labor and material in the execution of the work provided for in the contract.
§200.327 Contract provisions
The non-Federal entity's contracts must contain the applicable provisions described in Appendix II to this part.

4. EQUIPMENT (2 CFR 200.313)
See also §200.439.
(a) Title. Subject to the obligations and conditions set forth in this section, title to equipment acquired under a Federal award will vest upon acquisition in the non-Federal entity.

Unless a statute specifically authorizes the Federal agency to vest title in the non-Federal entity without further obligation to the Federal Government, and the Federal agency elects to do so, the title must be a conditional title. Title must vest in the non-Federal entity subject to the following conditions:
(1) Use the equipment for the authorized purposes of the project during the period of performance, or until the property is no longer needed for the purposes of the project.
(2) Not encumber the property without approval of the Federal awarding agency or passthrough entity. (3) Use and dispose of the property in accordance with paragraphs (b), (c) and (e) of this section.
(b) General. A state must use, manage and dispose of equipment acquired under a Federal award by the state in accordance with state laws and procedures. Other non-Federal entities must follow paragraphs (c) through (e) of this section.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-18 62 of 1574
(c) Use.
(1) Equipment must be used by the non-Federal entity in the program or project for which it was acquired as long as needed, whether or not the project or program continues to be supported by the Federal award, and the non-Federal entity must not encumber the property without prior approval of the Federal awarding agency. When no longer needed for the original program or project, the equipment may be used in other activities supported by the Federal awarding agency, in the following order of priority:
(i) Activities under a Federal award from the Federal awarding agency which funded the original program or project, then
(ii) Activities under Federal awards from other Federal awarding agencies. This includes consolidated equipment for information technology systems. (2) During the time that equipment is used on the project or program for which it was acquired, the non-Federal entity must also make equipment available for use on other projects or programs currently or previously supported by the Federal Government, provided that such use will not interfere with the work on the projects or program for which it was originally acquired. First preference for other use must be given to other programs or projects supported by Federal awarding agency that financed the equipment and second preference must be given to programs or projects under Federal awards from other Federal awarding agencies. Use for non-federally funded programs or projects is also permissible. User fees should be considered if appropriate.
(3) Notwithstanding the encouragement in §200.307 Program income to earn program income, the non-Federal entity must not use equipment acquired with the Federal award to provide services for a fee that is less than private companies charge for equivalent services unless specifically authorized by Federal statute for as long as the Federal Government retains an interest in the equipment. (4) When acquiring replacement equipment, the non-Federal entity may use the equipment to be replaced as a trade-in or sell the property and use the proceeds to offset the cost of the replacement property.
(d) Management requirements. Procedures for managing equipment (including replacement equipment), whether acquired in whole or in part under a Federal award, until disposition takes place will, as a minimum, meet the following requirements:
(1) Property records must be maintained that include a description of the property, a serial number or other identification number, the source of funding for the property (including the FAIN), who holds title, the acquisition date, and cost of the property, percentage of Federal participation in the project costs for the Federal award under which the property was acquired, the location, use and condition of the property, and any ultimate disposition data including the date of disposal and sale price of the property.
(2) A physical inventory of the property must be taken and the results reconciled with the property records at least once every two years.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-19 63 of 1574
(3) A control system must be developed to ensure adequate safeguards to prevent loss, damage, or theft of the property. Any loss, damage, or theft must be investigated. (4) Adequate maintenance procedures must be developed to keep the property in good condition.
(5) If the non-Federal entity is authorized or required to sell the property, proper sales procedures must be established to ensure the highest possible return. (e) Disposition. When original or replacement equipment acquired under a Federal award is no longer needed for the original project or program or for other activities currently or previously supported by a Federal awarding agency, except as otherwise provided in Federal statutes, regulations, or Federal awarding agency disposition instructions, the non-Federal entity must request disposition instructions from the Federal awarding agency if required by the terms and conditions of the Federal award. Disposition of the equipment will be made as follows, in accordance with Federal awarding agency disposition instructions:
(1) Items of equipment with a current per unit fair market value of $5,000 or less may be retained, sold or otherwise disposed of with no further obligation to the Federal awarding agency.
(2) Except as provided in §200.312(b), or if the Federal awarding agency fails to provide requested disposition instructions within 120 days, items of equipment with a current per-unit fair-market value in excess of $5,000 may be retained by the nonFederal entity or sold. The Federal awarding agency is entitled to an amount calculated by multiplying the current market value or proceeds from sale by the Federal awarding agency's percentage of participation in the cost of the original purchase. If the equipment is sold, the Federal awarding agency may permit the nonFederal entity to deduct and retain from the Federal share $500 or ten percent of the proceeds, whichever is less, for its selling and handling expenses. (3) The non-Federal entity may transfer title to the property to the Federal Government or to an eligible third party provided that, in such cases, the non-Federal entity must be entitled to compensation for its attributable percentage of the current fair market value of the property.
(4) In cases where a non-Federal entity fails to take appropriate disposition actions, the Federal awarding agency may direct the non-Federal entity to take disposition actions.
[78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75884, Dec. 19, 2014]

5. SUPPLIES (2 CFR 200.314)
See also §200.453.
(a) Title to supplies will vest in the non-Federal entity upon acquisition. If there is a residual inventory of unused supplies exceeding $5,000 in total aggregate value upon termination or completion of the project or program and the supplies are not needed for any other Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-20 64 of 1574
Federal award, the non-Federal entity must retain the supplies for use on other activities or sell them, but must, in either case, compensate the Federal Government for its share.

The amount of compensation must be computed in the same manner as for equipment.

See §200.313(e)(2) for the calculation methodology.
(b) As long as the Federal Government retains an interest in the supplies, the non-Federal entity must not use supplies acquired under a Federal award to provide services to other organizations for a fee that is less than private companies charge for equivalent services, unless specifically authorized by Federal statute.

6. INSPECTION
Reclamation has the right to inspect and evaluate the work performed or being performed under this Agreement, and the premises where the work is being performed, at all reasonable times and in a manner that will not unduly delay the work. If Reclamation performs inspection or evaluation on the premises of the Recipient or a sub-Recipient, the Recipient shall furnish and shall require sub-recipients to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties

7. AUDIT REQUIREMENTS (2 CFR 200.501)
(a) Audit required. A non-Federal entity that expends $750,000 or more during the nonFederal entity's fiscal year in Federal awards must have a single or program-specific audit conducted for that year in accordance with the provisions of this part. (b) Single audit. A non-Federal entity that expends $750,000 or more during the nonFederal entity's fiscal year in Federal awards must have a single audit conducted in accordance with §200.514 except when it elects to have a program-specific audit conducted in accordance with paragraph (c) of this section. (c) Program-specific audit election. When an auditee expends Federal awards under only one Federal program (excluding R&D) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of the auditee, the auditee may elect to have a program-specific audit conducted in accordance with §200.507. A program-specific audit may not be elected for R&D unless all of the Federal awards expended were received from the same Federal agency, or the same Federal agency and the same pass-through entity, and that Federal agency, or passthrough entity in the case of a subrecipient, approves in advance a program-specific audit.
(d) Exemption when Federal awards expended are less than $750,000. A non-Federal entity that expends less than $750,000 during the non-Federal entity's fiscal year in Federal awards is exempt from Federal audit requirements for that year, except as noted in §200.503, but records must be available for review or audit by appropriate officials of the Federal agency, pass-through entity, and Government Accountability Office (GAO).

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-21 65 of 1574
(e) Federally Funded Research and Development Centers (FFRDC). Management of an auditee that owns or operates a FFRDC may elect to treat the FFRDC as a separate entity for purposes of this part.
(f) Subrecipients and Contractors. An auditee may simultaneously be a recipient, a subrecipient, and a contractor. Federal awards expended as a recipient or a subrecipient are subject to audit under this part. The payments received for goods or services provided as a contractor are not Federal awards. Section §200.330 sets forth the considerations in determining whether payments constitute a Federal award or a payment for goods or services provided as a contractor. (g) Compliance responsibility for contractors. In most cases, the auditee's compliance responsibility for contractors is only to ensure that the procurement, receipt, and payment for goods and services comply with Federal statutes, regulations, and the terms and conditions of Federal awards. Federal award compliance requirements normally do not pass through to contractors. However, the auditee is responsible for ensuring compliance for procurement transactions which are structured such that the contractor is responsible for program compliance or the contractor's records must be reviewed to determine program compliance. Also, when these procurement transactions relate to a major program, the scope of the audit must include determining whether these transactions are in compliance with Federal statutes, regulations, and the terms and conditions of Federal awards.
(h) For-profit subrecipient. Since this part does not apply to for-profit subrecipients, the pass-through entity is responsible for establishing requirements, as necessary, to ensure compliance by for-profit subrecipients. The agreement with the for-profit subrecipient must describe applicable compliance requirements and the for-profit subrecipient's compliance responsibility. Methods to ensure compliance for Federal awards made to for-profit subrecipients may include pre-award audits, monitoring during the agreement, and post-award audits. See also §200.332.
[78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75887, Dec. 19, 2014; 85 FR 49571, Aug 13, 2020]

8. REMEDIES FOR NONCOMPLIANCE (2 CFR 200.339)
§200.339 Remedies for noncompliance
If a non-Federal entity fails to comply with Federal statutes, regulations or the terms and conditions of a Federal award, the Federal awarding agency or pass-through entity may impose additional conditions, as described in §200.208. If the Federal awarding agency or pass-through entity determines that noncompliance cannot be remedied by imposing additional conditions, the Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-22 66 of 1574
Federal awarding agency or pass-through entity may take one or more of the following actions, as appropriate in the circumstances.
(a) Temporarily withhold cash payments pending correction of the deficiency by the nonFederal entity or more severe enforcement action by the Federal awarding agency or pass-through entity.
(b) Disallow (that is, deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance. (c) Wholly or partly suspend or terminate the Federal award. (d) Initiate suspension or debarment proceedings as authorized under 2 CFR part 180 and Federal awarding agency regulations (or in the case of a pass-through entity, recommend such a proceeding be initiated by a Federal awarding agency). (e) Withhold further Federal awards for the project or program. (f) Take other remedies that may be legally available.

9. TERMINATION (2 CFR 200.340)
§200.340 Termination.
(a) The Federal award may be terminated in whole or in part as follows:
(1) By the Federal awarding agency or pass-through entity, if a non-Federal entity fails to comply with the terms and conditions of a Federal award; (2) By the Federal awarding agency or pass-through entity, to the greatest extent authorized by law, if an award no longer effectuates the program goals or agency priorities;
(3) By the Federal awarding agency or pass-through entity with the consent of the nonFederal entity, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated;
(4) By the non-Federal entity upon sending to the Federal awarding agency or passthrough entity written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated.

However, if the Federal awarding agency or pass-through entity determines in the case of partial termination that the reduced or modified portion of the Federal award or subaward will not accomplish the purposes for which the Federal award was made, the Federal awarding agency or pass-through entity may terminate the Federal award in its entirety; or
(5) By the Federal awarding agency or pass-through entity pursuant to termination provisions included in the Federal award.
(b) A Federal awarding agency should clearly and unambiguously specify termination provisions applicable to each Federal award, in applicable regulations or in the award, consistent with this section.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-23 67 of 1574
(c) When a Federal awarding agency terminates a Federal award prior to the end of the period of performance due to the non-Federal entity's material failure to comply with the Federal award terms and conditions, the Federal awarding agency must report the termination to the OMB-designated integrity and performance system accessible through SAM (currently FAPIIS).
(1) The information required under paragraph (c) of this section is not to be reported to designated integrity and performance system until the non-Federal entity either— (i) Has exhausted its opportunities to object or challenge the decision, see §200.342; or
(ii) Has not, within 30 calendar days after being notified of the termination, informed the Federal awarding agency that it intends to appeal the Federal awarding agency's decision to terminate.
(2) If a Federal awarding agency, after entering information into the designated integrity and performance system about a termination, subsequently:
(i) Learns that any of that information is erroneous, the Federal awarding agency must correct the information in the system within three business days; (ii) Obtains an update to that information that could be helpful to other Federal awarding agencies, the Federal awarding agency is strongly encouraged to amend the information in the system to incorporate the update in a timely way. (3) Federal awarding agencies, must not post any information that will be made publicly available in the non-public segment of designated integrity and performance system that is covered by a disclosure exemption under the Freedom of Information Act. If the non-Federal entity asserts within seven calendar days to the Federal awarding agency who posted the information, that some of the information made publicly available is covered by a disclosure exemption under the Freedom of Information Act, the Federal awarding agency who posted the information must remove the posting within seven calendar days of receiving the assertion. Prior to reposting the releasable information, the Federal agency must resolve the issue in accordance with the agency's Freedom of Information Act procedures.
(d) When a Federal award is terminated or partially terminated, both the Federal awarding agency or pass-through entity and the non-Federal entity remain responsible for compliance with the requirements in §§200.344 and 200.345.

10. DEBARMENT AND SUSPENSION (2 CFR 1400)
The Department of the Interior regulations at 2 CFR 1400—Governmentwide Debarment and Suspension (Nonprocurement), which adopt the common rule for the governmentwide system of debarment and suspension for nonprocurement activities, are hereby incorporated by reference and made a part of this Agreement. By entering into this grant or cooperative Agreement with Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-24 68 of 1574
the Bureau of Reclamation, the Recipient agrees to comply with 2 CFR 1400, Subpart C, and agrees to include a similar term or condition in all lower-tier covered transactions. These regulations are available at http://www.ecfr.gov/.

11. DRUG-FREE WORKPLACE (2 CFR 182 and 1401)
The Department of the Interior regulations at 2 CFR 1401—Governmentwide Requirements for Drug-Free Workplace (Financial Assistance), which adopt the portion of the Drug-Free Workplace Act of 1988 (41 U.S.C. 701 et seq, as amended) applicable to grants and cooperative agreements, are hereby incorporated by reference and made a part of this agreement. By entering into this grant or cooperative agreement with the Bureau of Reclamation, the Recipient agrees to comply with 2 CFR 182.

12. ASSURANCES AND CERTIFICATIONS INCORPORATED BY REFERENCE The provisions of the Assurances, SF-424B or SF-424D as applicable, executed by the Recipient in connection with this Agreement shall apply with full force and effect to this Agreement. All anti-discrimination and equal opportunity statutes, regulations, and Executive Orders that apply to the expenditure of funds under Federal contracts, grants, and cooperative Agreements, loans, and other forms of Federal assistance. The Recipient shall comply with Title VI or the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, and any program-specific statutes with anti-discrimination requirements. The Recipient shall comply with civil rights laws including, but not limited to, the Fair Housing Act, the Fair Credit Reporting Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Equal Educational Opportunities Act, the Age Discrimination in Employment Act, and the Uniform Relocation Act.

Such Assurances also include, but are not limited to, the promise to comply with all applicable Federal statutes and orders relating to nondiscrimination in employment, assistance, and housing; the Hatch Act; Federal wage and hour laws and regulations and work place safety standards; Federal environmental laws and regulations and the Endangered Species Act; and Federal protection of rivers and waterways and historic and archeological preservation.

13. COVENANT AGAINST CONTINGENT FEES
The Recipient warrants that no person or agency has been employed or retained to solicit or secure this Agreement upon an Agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide offices established and maintained by the Recipient for the purpose of securing Agreements or business. For breach or violation of this warranty, the Government shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement amount, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-25 69 of 1574

14. TRAFFICKING VICTIMS PROTECTION ACT OF 2000 (2 CFR 175.15) Trafficking in persons.
(a) Provisions applicable to a recipient that is a private entity. (1) You as the recipient, your employees, subrecipients under this award, and subrecipients' employees may not
(i) Engage in severe forms of trafficking in persons during the period of time that the award is in effect;
(ii) Procure a commercial sex act during the period of time that the award is in effect; or
(iii) Use forced labor in the performance of the award or subawards under the award.
(2) We as the Federal awarding agency may unilaterally terminate this award, without penalty, if you or a subrecipient that is a private entity — (i) Is determined to have violated a prohibition in paragraph a.1 of this award term; or
(ii) Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a.1 of this award term through conduct that is either:
(A) Associated with performance under this award; or
(B) Imputed to you or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, “OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” as implemented by our agency at 2 CFR part 1400.
(b) Provision applicable to a recipient other than a private entity. We as the Federal awarding agency may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity—
(1) Is determined to have violated an applicable prohibition in paragraph a.1 of this award term; or
Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-26 70 of 1574
(2) Has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in paragraph a.1 of this award term through conduct that is either:
(i) Associated with performance under this award; or
(ii) Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, “OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” as implemented by our agency at 2 CFR part 1400.
(c) Provisions applicable to any recipient.
(1) You must inform us immediately of any information you receive from any source alleging a violation of a prohibition in paragraph a.1 of this award term. (2) Our right to terminate unilaterally that is described in paragraph a.2 or b of this section:
(i) Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and
(ii) Is in addition to all other remedies for noncompliance that are available to us under this award.
(3) You must include the requirements of paragraph a.1 of this award term in any subaward you make to a private entity.
(d) Definitions. For purposes of this award term:
(1) “Employee” means either:
(i) An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this award; or (ii) Another person engaged in the performance of the project or program under this award and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing or matching requirements. (2) “Forced labor” means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-27 71 of 1574
(3) “Private entity”:
(i) Means any entity other than a state, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 CFR 175.25. (ii) Includes:
(A) A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b).
(B) A for-profit organization.
(4) “Severe forms of trafficking in persons,” “commercial sex act,” and “coercion” have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102).

15. NEW RESTRICTIONS ON LOBBYING (43 CFR 18)
The Recipient agrees to comply with 43 CFR 18, New Restrictions on Lobbying, including the following certification:
(a) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Recipient, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, and officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(b) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying” in accordance with its instructions. (c) The Recipient shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-28 72 of 1574

16. UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY
ACQUISITION POLICIES ACT OF 1970 (URA) (42 USC 4601 et seq.) (a) The Uniform Relocation Assistance Act (URA), 42 U.S.C. 4601 et seq., as amended, requires certain assurances for Reclamation funded land acquisition projects conducted by a Recipient that cause the displacement of persons, businesses, or farm operations.

Because Reclamation funds only support acquisition of property or interests in property from willing sellers, it is not anticipated that Reclamation funds will result in any “displaced persons,” as defined under the URA.
(b) However, if Reclamation funds are used for the acquisition of real property that results in displacement, the URA requires Recipients to ensure that reasonable relocation payments and other remedies will be provided to any displaced person. Further, when acquiring real property, Recipients must be guided, to the greatest extent practicable, by the land acquisition policies in 42 U.S.C. 4651.
(c) Exemptions to the URA and 49 CFR Part 24
(1) The URA provides for an exemption to the appraisal, review and certification rules for those land acquisitions classified as “voluntary transactions.” Such “voluntary transactions” are classified as those that do not involve an exercise of eminent domain authority on behalf of a Recipient, and must meet the conditions specified at 49 CFR 24.101(b)(1)(i)-(iv).
(2) For any land acquisition undertaken by a Recipient that receives Reclamation funds, but does not have authority to acquire the real property by eminent domain, to be exempt from the requirements of 49 CFR Part 24 the Recipient must:
(i) provide written notification to the owner that it will not acquire the property in the event negotiations fail to result in an amicable agreement, and; (ii) inform the owner in writing of what it believes to be the market value of the property.
(d) Review of Land Acquisition Appraisals. Reclamation reserves the right to review any land appraisal whether or not such review is required under the URA or 49 CFR 24.104.

Such reviews may be conducted by the Department of the Interior’s Appraisal Services Directorate or a Reclamation authorized designee. When Reclamation determines that a review of the original appraisal is necessary, Reclamation will notify the Recipient and provide an estimated completion date of the initial appraisal review.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-29 73 of 1574

17. SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL
IDENTIFIER REQUIREMENTS (2 CFR 25, APPENDIX A)
A. Requirement for System for Award Management
Unless you are exempted from this requirement under 2 CFR 25.110, you as the recipient must maintain the currency of your information in the SAM until you submit the final financial report required under this award or receive the final payment, whichever is later.

This requires that you review and update the information at least annually after the initial registration, and more frequently if required by changes in your information or another award term.

B. Requirement for unique entity identifier
If you are authorized to make subawards under this award, you:

1. Must notify potential subrecipients that no entity (see definition in paragraph C of this award term) may receive a subaward from you unless the entity has provided its unique entity identifier to you.

2. May not make a subaward to an entity unless the entity has provided its unique entity identifier to you.

C. Definitions
For purposes of this award term:

1. System for Award Management (SAM) means the Federal repository into which an entity must provide information required for the conduct of business as a recipient.

Additional information about registration procedures may be found at the SAM Internet site (currently at http://www.sam.gov).

2. Unique entity identifier means the identifier required for SAM registration to uniquely identify business entities.

3. Entity, as it is used in this award term, means all of the following, as defined at 2 CFR part 25, subpart C:
a. A Governmental organization, which is a State, local government, or Indian Tribe;
b. A foreign public entity;
c. A domestic or foreign nonprofit organization;
d. A domestic or foreign for-profit organization; and
Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-30 74 of 1574
e. A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity.

4. Subaward:
a. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. b. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see 2 CFR 200.330). c. A subaward may be provided through any legal agreement, including an agreement that you consider a contract.

5. Subrecipient means an entity that:
a. Receives a subaward from you under this award; and
b. Is accountable to you for the use of the Federal funds provided by the subaward.

18. PROHIBITION ON TEXT MESSAGING AND USING ELECTRONIC

EQUIPMENT SUPPLIED BY THE GOVERNMENT WHILE DRIVING
Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, was signed by President Barack Obama on October 1, 2009 (ref:
http://edocket.access.gpo.gov/2009/pdf/E9-24203.pdf). This Executive Order introduces a Federal Government-wide prohibition on the use of text messaging while driving on official business or while using Government-supplied equipment. Additional guidance enforcing the ban will be issued at a later date. In the meantime, please adopt and enforce policies that immediately ban text messaging while driving company-owned or rented vehicles, governmentowned or leased vehicles, or while driving privately owned vehicles when on official government business or when performing any work for or on behalf of the government.

19. REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION
(2 CFR 170 APPENDIX A)
I. Reporting Subawards and Executive Compensation.
a. Reporting of first-tier subawards.

1. Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that obligates $25,000 or more in Federal funds that does not include Recovery funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) for a subaward to an entity (see definitions in paragraph e. of this award term).

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2. Where and when to report.
i. You must report each obligating action described in paragraph a.1. of this award term to http://www.fsrs.gov.
ii. For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must be reported by no later than December 31, 2010.)

3. What to report. You must report the information about each obligating action that the submission instructions posted at http://www.fsrs.gov specify. b. Reporting Total Compensation of Recipient Executives.

1. Applicability and what to report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if—
i. the total Federal funding authorized to date under this award is $25,000 or more;
ii. in the preceding fiscal year, you received—
(A) 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
(B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
iii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings
at http://www.sec.gov/answers/execomp.htm.)

2. Where and when to report. You must report executive total compensation described in paragraph b.1. of this award term:
i. As part of your registration profile at http://www.ccr.gov.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-32 76 of 1574
ii. By the end of the month following the month in which this award is made, and annually thereafter.
c. Reporting of Total Compensation of Subrecipient Executives.

1. Applicability and what to report. Unless you are exempt as provided in paragraph d. of this award term, for each first-tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if—
i. in the subrecipient's preceding fiscal year, the subrecipient received— (A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
(B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and
ii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings
at http://www.sec.gov/answers/execomp.htm.)

2. Where and when to report. You must report subrecipient executive total compensation described in paragraph c.1. of this award term:
i. To the recipient.
ii. By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-33 77 of 1574
d. Exemptions
If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report:
i. Subawards, and
ii. The total compensation of the five most highly compensated executives of any subrecipient.
e. Definitions. For purposes of this award term:

1. Entity means all of the following, as defined in 2 CFR part 25:
i. A Governmental organization, which is a State, local government, or Indian tribe;
ii. A foreign public entity;
iii. A domestic or foreign nonprofit organization;
iv. A domestic or foreign for-profit organization;
v. A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity.

2. Executive means officers, managing partners, or any other employees in management positions.

3. Subaward:
i. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. ii. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. __.210 of the attachment to OMB Circular A-133, “Audits of States, Local Governments, and Non-Profit Organizations”).
iii. A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-34 78 of 1574

4. Subrecipient means an entity that:
i. Receives a subaward from you (the recipient) under this award; and ii. Is accountable to you for the use of the Federal funds provided by the subaward.

5. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):
i. Salary and bonus.
ii. Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii. Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees.
iv. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.
v. Above-market earnings on deferred compensation which is not tax-qualified. vi. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.

20. RECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013)
(a) This award and employees working on this financial assistance agreement will be subject to the whistleblower rights and remedies in the pilot program on Award Recipient employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239).
(b) The Award Recipient shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C 4712.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-35 79 of 1574
(c) The Award Recipient shall insert the substance of this clause, including this paragraph (c), in all subawards or subcontracts over the simplified acquisition threshold. 48 CFR 52.203-17 (as referenced in 48 CFR 3.908-9).

21. REPORTING OF MATTERS RELATED TO RECIPIENT INTEGRITY AND PERFORMANCE (APPENDIX XII TO 2 CFR PART 200)

1. General Reporting Requirement
If the total value of your currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then you as the recipient during that period of time must maintain the currency of information reported to the System for Award Management (SAM) that is made available in the designated integrity and performance system (currently the Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil, criminal, or administrative proceedings described in paragraph 2 of this award term and condition. This is a statutory requirement under section 872 of Public Law 110-417, as amended (41 U.S.C. 2313).

As required by section 3010 of Public Law 111-212, all information posted in the designated integrity and performance system on or after April 15, 2011, except past performance reviews required for Federal procurement contracts, will be publicly available.

2. Proceedings About Which You Must Report
Submit the information required about each proceeding that:
a. Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the Federal Government;
b. Reached its final disposition during the most recent five-year period; and c. Is one of the following:
(1) A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of this award term and condition;
(2) A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more; (3) An administrative proceeding, as defined in paragraph 5. of this award term and condition, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000; or
(4) Any other criminal, civil, or administrative proceeding if:
(i) It could have led to an outcome described in paragraph 2.c.(1), (2), or (3) of this award term and condition;
(ii) It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and
Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-36 80 of 1574
(iii) The requirement in this award term and condition to disclose information about the proceeding does not conflict with applicable laws and regulations.

3. Reporting Procedures
Enter in the SAM Entity Management area the information that SAM requires about each proceeding described in paragraph 2 of this award term and condition. You do not need to submit the information a second time under assistance awards that you received if you already provided the information through SAM because you were required to do so under Federal procurement contracts that you were awarded.

4. Reporting Frequency
During any period of time when you are subject to the requirement in paragraph 1 of this award term and condition, you must report proceedings information through SAM for the most recent five year period, either to report new information about any proceeding(s) that you have not reported previously or affirm that there is no new information to report. Recipients that have Federal contract, grant, and cooperative agreement awards with a cumulative total value greater than $10,000,000 must disclose semiannually any information about the criminal, civil, and administrative proceedings.

5. Definitions
For purposes of this award term and condition:
a. Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include audits, site visits, corrective plans, or inspection of deliverables.
b. Conviction, for purposes of this award term and condition, means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere.
c. Total value of currently active grants, cooperative agreements, and procurement contracts includes—
(1) Only the Federal share of the funding under any Federal award with a recipient cost share or match; and
(2) The value of all expected funding increments under a Federal award and options, even if not yet exercised.
[80 FR 43310, July 22, 2015, as amended at 85 FR 49582, Aug. 13, 2020] Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-37 81 of 1574

22. CONFLICTS OF INTEREST
(a) Applicability.
(1) This section intends to ensure that non-Federal entities and their employees take appropriate steps to avoid conflicts of interest in their responsibilities under or with respect to Federal financial assistance agreements.
(2) In the procurement of supplies, equipment, construction, and services by recipients and by subrecipients, the conflict of interest provisions in 2 CFR 200.318 apply. (b) Requirements.
(1) Non-Federal entities must avoid prohibited conflicts of interest, including any significant financial interests that could cause a reasonable person to question the recipient's ability to provide impartial, technically sound, and objective performance under or with respect to a Federal financial assistance agreement. (2) In addition to any other prohibitions that may apply with respect to conflicts of interest, no key official of an actual or proposed recipient or subrecipient, who is substantially involved in the proposal or project, may have been a former Federal employee who, within the last one (1) year, participated personally and substantially in the evaluation, award, or administration of an award with respect to that recipient or subrecipient or in development of the requirement leading to the funding announcement.
(3) No actual or prospective recipient or subrecipient may solicit, obtain, or use nonpublic information regarding the evaluation, award, or administration of an award to that recipient or subrecipient or the development of a Federal financial assistance opportunity that may be of competitive interest to that recipient or subrecipient. (c) Notification.
(1) Non-Federal entities, including applicants for financial assistance awards, must disclose in writing any conflict of interest to the DOI awarding agency or passthrough entity in accordance with 2 CFR 200.112, Conflict of Interest. (2) Recipients must establish internal controls that include, at a minimum, procedures to identify, disclose, and mitigate or eliminate identified conflicts of interest. The recipient is responsible for notifying the Financial Assistance Officer in writing of any conflicts of interest that may arise during the life of the award, including those that have been reported by subrecipients.
(d) Restrictions on Lobbying. Non-Federal entities are strictly prohibited from using funds under this grant or cooperative agreement for lobbying activities and must provide the required certifications and disclosures pursuant to 43 CFR Part 18 and 31 USC 1352.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-38 82 of 1574
(e) Review Procedures. The Financial Assistance Officer will examine each conflict of interest disclosure on the basis of its particular facts and the nature of the proposed grant or cooperative agreement, and will determine whether a significant potential conflict exists and, if it does, develop an appropriate means for resolving it. (f) Enforcement. Failure to resolve conflicts of interest in a manner that satisfies the Government may be cause for termination of the award. Failure to make required disclosures may result in any of the remedies described in 2 CFR 200.339, Remedies for Noncompliance, including suspension or debarment (see also 2 CFR Part 180).

23. DATA AVAILABILITY
(a) Applicability. The Department of the Interior is committed to basing its decisions on the best available science and providing the American people with enough information to thoughtfully and substantively evaluate the data, methodology, and analysis used by the Department to inform its decisions.
(b) Use of Data. The regulations at 2 CFR 200.315 apply to data produced under a Federal award, including the provision that the Federal Government has the right to obtain, reproduce, publish, or otherwise use the data produced under a Federal award as well as authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes.
(c) Availability of Data. The recipient shall make the data produced under this award and any subaward(s) available to the Government for public release, consistent with applicable law, to allow meaningful third-party evaluation and reproduction of the following:
(i) The scientific data relied upon;
(ii) The analysis relied upon; and
(iii) The methodology, including models, used to gather and analyze data.

24. PROHIBITION ON PROVIDING FUNDS TO THE ENEMY
(a) The recipient must—
(1) Exercise due diligence to ensure that none of the funds, including supplies and services, received under this grant or cooperative agreement are provided directly or indirectly (including through subawards or contracts) to a person or entity who is actively opposing the United States or coalition forces involved in a contingency operation in which members of the Armed Forces are actively engaged in hostilities, which must be completed through 2 CFR 180.300 prior to issuing a subaward or contract and;
(2) Terminate or void in whole or in part any subaward or contract with a person or entity listed in SAM as a prohibited or restricted source pursuant to subtitle E of Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-39 83 of 1574
Title VIII of the NDAA for FY 2015, unless the Federal awarding agency provides written approval to continue the subaward or contract.
(b) The recipient may include the substance of this clause, including paragraph (a) of this clause, in subawards under this grant or cooperative agreement that have an estimated value over $50,000 and will be performed outside the United States, including its outlying areas.
(c) The Federal awarding agency has the authority to terminate or void this grant or cooperative agreement, in whole or in part, if the Federal awarding agency becomes aware that the recipient failed to exercise due diligence as required by paragraph (a) of this clause or if the Federal awarding agency becomes aware that any funds received under this grant or cooperative agreement have been provided directly or indirectly to a person or entity who is actively opposing coalition forces involved in a contingency operation in which members of the Armed Forces are actively engaged in hostilities.

25. ADDITIONAL ACCESS TO RECIPIENT RECORDS
(a) In addition to any other existing examination-of-records authority, the Federal Government is authorized to examine any records of the recipient and its subawards or contracts to the extent necessary to ensure that funds, including supplies and services, available under this grant or cooperative agreement are not provided, directly or indirectly, to a person or entity that is actively opposing United States or coalition forces involved in a contingency operation in which members of the Armed Forces are actively engaged in hostilities, except for awards awarded by the Department of Defense on or before Dec 19, 2017 that will be performed in the United States Central Command (USCENTCOM) theater of operations.
(b) The substance of this clause, including this paragraph (b), is required to be included in subawards or contracts under this grant or cooperative agreement that have an estimated value over $50,000 and will be performed outside the United States, including its outlying areas.

26. PROHIBITION ON CERTAIN TELECOMMUNICATION AND

VIDEO SURVEILLANCE SERVICES OR EQUIPMENT
Federal award recipients are prohibited from using government funds to enter contracts (or extend or renew contracts) with entities that use covered telecommunications equipment or services as described in section 889 of the 2019 National Defense Authorization Act. This prohibition applies even if the contract is not intended to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-40 84 of 1574
D.4 DEPARTMENT OF THE INTERIOR STANDARD AWARD TERMS

AND CONDITIONS
The Department of the Interior (DOI) Standard Award Terms and Conditions found at https://www.doi.gov/sites/doi.gov/files/uploads/doi-standard-award-terms-and-conditionseffective-december-2-2019-revised-june-19-2020.pdf are hereby incorporated by reference as though set forth in full text. These terms and conditions are in addition to the assurances and certifications made as part of the award and terms, conditions or restrictions reflected on this Agreement. Recipient acceptance of this Agreement carries with it the responsibility to be aware of and comply with all DOI terms and conditions applicable to this Agreement. The Recipient is responsible for ensuring their subrecipients and contractors are aware of and comply with applicable statutes, regulations, and agency requirements.

Recipient and subrecipient failure to comply with the general terms and conditions outlined below and those directly reflected in this Agreement can result in the DOI taking one or more of remedies described in 2 Code of Federal Regulations parts 200.339 and 200.340. The DOI will notify the Recipient whenever terms and conditions are updated to accommodate instances in the passage of a regulation or statute that requires compliance. Also, DOI will inform the Recipient of revised terms and conditions in the action of an Agreement amendment adding additional Federal funds. Reclamation will make such changes by issuing a Notice of Award amendment that describes the change and provides the effective date. Revised terms and conditions do not apply to the Recipient’s expenditures of funds or activities the Recipient carries out before the effective date of the revised DOI terms and conditions.

Agreement for Sonoma-Marin Drought Resiliency Program (City of Cotati) D-41 85 of 1574
Sonoma Marin Drought Resiliency Program
Reporting Period Start
Date
Reporting Period End
Date Reporting Type
Partner Doc
Submission Due
Date
4/1/2022 2/15/2024 Pre-Award 4/10/2024
2/16/2024 3/31/2024 Quarterly 4/10/2024
4/1/2024 6/30/2024 Quarterly 7/10/2024
7/1/2024 9/30/2024 Quarterly 10/10/2024
10/1/2024 12/31/2024 Quarterly 1/10/2025
1/1/2025 3/31/2025 Quarterly 4/10/2025
4/1/2025 6/30/2025 Quarterly 7/10/2025
7/1/2025 9/30/2025 Quarterly 10/10/2025
10/1/2025 12/31/2025 Quarterly 1/10/2026
1/1/2026 3/31/2026 Quarterly 4/10/2026
4/1/2026 6/30/2026 Quarterly 7/10/2026
7/1/2026 9/30/2026 Quarterly 10/10/2026
4/1/2022 9/30/2026 Final Report 11/14/2026
Reporting Periods
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Quarterly Reporting Template

1. Subrecipient Organization:

2. Reporting Period Beginning and End Date:

3. Narrative of Activities Performed during Reporting Period:

A) Develop Marketing Materials (SCWA will complete this section)

1. Accomplishments this period:
i. Please include quantified accomplishments and a computation of costs for award and pre‐ award activities (for example, related to units of accomplishment) if that information will be useful.
(Example: Updated marketing materials to include increased rebate amount.) ii. The reasons why established goals were not met, if appropriate. iii. Additional pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs.

2. Significant Developments (if any):
i. Problems, delays, or adverse conditions which will materially impair the ability to meet the objective of the agreement. Please include a statement of the action taken, or contemplated, and any assistance needed to resolve the situation.
ii. Favorable developments which enable meeting time schedules and objectives sooner or at less cost than anticipated or producing more or different beneficial results than originally planned.

B) Update Public Outreach Materials Including Rebate Forms and Requirements (SCWA will complete this section)

1. Accomplishments this period:
i. Please include quantified accomplishments and a computation of costs for award and pre‐ award activities (for example, related to units of accomplishment) if that information will be useful.
(Example: Updated website and rebate form with increased dollar amount.) ii. The reasons why established goals were not met, if appropriate. 87 of 1574
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Quarterly Reporting Template
iii. Additional pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs.

C) Turf Removal

1. Accomplishments this period:
i. Please include quantified accomplishments and a computation of costs for award and pre‐ award activities (for example, related to units of accomplishment) if that information will be useful.
(Look at Reporting Spreadsheet, Partner Summary Tab and type the total amount of rebates issued during period and total dollar amount. i.e. Issued 50 turf rebates for 50,000 sqft. of turf removed, at a $1.00 per sqft. totaling $50,000.) ii. The reasons why established goals were not met, if appropriate. iii. Additional pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs.

1. Accomplishments this Period:
i. Please include quantified accomplishments and a computation of costs for award and pre‐ award activities (for example, related to units of accomplishment) if that information will be useful.
(Look at Reporting Spreadsheet, Partner Summary Tab and type the total amount of rebates issued during period and total dollar amount. i.e: Issued 30 high efficiency clothes washer rebates at $75.00 per rebate for a total of $2,250.)
ii. The reasons why established goals were not met, if appropriate. iii. Additional pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs.

E) High Efficiency Toilet (HET)

1. Accomplishments this period:
i. Please include quantified accomplishments and a computation of costs for award and pre‐ award activities (for example, related to units of accomplishment) if that information will be useful.
(Look at Reporting Spreadsheet, Partner Summary Tab and type the total amount of rebates issued during period and total dollar amount. i.e: Issued 10 high efficiency toilet rebates at $100 per unit, for a total of $1000.)
ii. The reasons why established goals were not met, if appropriate. iii. Additional pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs.

2. Significant Developments (if any):
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Quarterly Reporting Template
i. Problems, delays, or adverse conditions which will materially impair the ability to meet the objective of the agreement. Please include a statement of the action taken, or contemplated, and any assistance needed to resolve the situation.
ii. Favorable developments which enable meeting time schedules and objectives sooner or at less cost than anticipated or producing more or different beneficial results than originally planned.

F) Smart Irrigation Controller

1. Accomplishments this period:
i. Please include quantified accomplishments and a computation of costs for award and pre‐ award activities (for example, related to units of accomplishment) if that information will be useful.
(Look at Reporting Spreadsheet, Partner Summary Tab and type the total amount of rebates issued during period and total dollar amount. i.e: Issued 10 rebates at $100 per unit, for a total of $1,000.)
ii. The reasons why established goals were not met, if appropriate. iii. Additional pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs.

G) Flume Smart Meter

1. Accomplishments this period:
i. Please include quantified accomplishments and a computation of costs for award and pre‐ award activities (for example, related to units of accomplishment) if that information will be useful.
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Quarterly Reporting Template
(Look at Reporting Spreadsheet, Partner Summary Tab and type the total amount of rebates issued during period and total dollar amount. i.e: Issued 10 rebates for $100 per unit, for a total of $1,000.)
ii. The reasons why established goals were not met, if appropriate. iii. Additional pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs.

H) Direct Install HET, aerators, and showerheads

1. Accomplishments this period:
i. Please include quantified accomplishments and a computation of costs for award and pre‐ award activities (for example, related to units of accomplishment) if that information will be useful.
(Look at Reporting Spreadsheet, Partner Summary Tab and type the total amount of rebates issued during period and total dollar amount. i.e: Provided 10 households with direct install of high efficiency fixtures, including # of HET, # of aerators, and/or # of showerheads for a total of X dollars.)
ii. The reasons why established goals were not met, if appropriate. iii. Additional pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs.

2. Significant Developments (if any):
i. Problems, delays, or adverse conditions which will materially impair the ability to meet the objective of the agreement. Please include a statement of the action taken, or contemplated, and any assistance needed to resolve the situation.
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Quarterly Reporting Template
ii. Favorable developments which enable meeting time schedules and objectives sooner or at less cost than anticipated or producing more or different beneficial results than originally planned. 92 of 1574
Quarterly Financial Reporting Summary
Partner Agency
Date Submitted:

Reporting Period:

Program Name Rebate
amount
Rebates this
period Total Eligible Estimated grant eligible amount
Estimated match
eligible amount
Turf Removal $ - - $ - $ - $ -
High Efficiency Clothes Washer Replacement $ - - $ - $ - $ - High Efficiency Toilet Replacement $ - - $ - $ - $ -
Smart Irrigation Controllers $ - - $ - $ - $ -
Flume Smart Meter $ - - $ - $ - $ -
Direct Install Program $ - - $ - $ - $ -
Total Rebates this period:

Total Estimated grant eligible amount :

Total Estimated match eligible amount :

TOTAL :
$ -
$ -
Rebate Summary
-
$ -
Reports are due within 10 days of quarter end
Please submit all reports and backup documentation to [email protected] 93 of 1574
SF-425 Reporting Summary
Partner Agency
Date Submitted:

Reporting Period:

Federal Cash (To report multiple grants, also use FFR attachment):
a. Cash Receipts Enter the cumulative total reimbursment received from SCWA as of the reporting period end date b. Cash Disbursements Enter the cumulative amount of grant eligible expenses incurred as of the reporting period end date. c. Cash on Hand (line a minus b) Total payment request this period: $ - Federal Expenditures and Unobligated Balance:
d. Total Federal funds authorized Total partner grant eligible budget: $ - e. Federal share of expenditures Total partner grant eligible expenses as of reporting period end date:
f. Federal share of unliquidated obligations Value of unpaid service contracts: n/a g. Total Federal share (sum of lines e and f) $ -
h. Unobligated balance of Federal Funds (line d minus g) Federal funds remaining $ - Recipient Share:
i. Total recipient share required Total partner match eligible budget: $ - j. Recipient share of expenditures Total partner match eligible expenses as of reporting period end date:
k. Remaining recipient share to be provided (line i minus j) Match funds remaining: $ - TOTAL REQUESTED THIS PERIOD: $ -
Summary
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Turf Removal Rebate Reporting Spreadsheet
Participating Agency: Partner Agency $ -
Date Submitted: -
Reporting Period: -
Date Type of Site Address Total sqft
converted
Rebate count
(Total Sqft
rebated)
Total Actual
Rebated amt ($)
Actual Cost
per Rebate
Eligible cost
per rebate Total Eligible
Estimated Grant
Eligible Amount
Estimated Match
Eligible Amount
Max Eligible Cost Per Rebate:
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
TOTALS: - - $ - - - $ - $ - $ -
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High Efficiency Clothes Washer Replacement Rebate Reporting Spreadsheet Participating Agency: Partner Agency $ -
Date Submitted: -
Dates Covered: -
Date Address Rebate count
Total Actual
Rebated amt ($)
Actual Cost
per Rebate
Eligible cost
per rebate Total Eligible
Estimated Grant
Eligible Amount
Estimated Match
Eligible Amount
Max Eligible Cost Per Rebate:
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
TOTALS: - $ - - - $ - $ - $ -
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High Efficiency Toilet Replacement Rebate Reporting Spreadsheet Participating Agency: Partner Agency $ -
Date Submitted: -
Dates Covered: -
Date Address Rebate count
Total Actual
Rebated amt ($)
Actual Cost
per Rebate
Eligible cost
per rebate Total Eligible
Estimated Grant
Eligible Amount
Estimated Match
Eligible Amount
Max Eligible Cost Per Rebate:
$ - $ - $ - $ - $ -
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$ - $ - $ - $ - $ -
TOTALS: - $ - - - $ - $ - $ -
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Smart Irrigation Controller Rebate Reporting Spreadsheet Participating Agency: Partner Agency $ -
Date Submitted: -
Dates Covered: -
Date Type of Site Address Rebate count
Total Actual
Rebated amt ($)
Actual Cost
per Rebate
Eligible cost
per rebate Total Eligible
Estimated Grant
Eligible Amount
Estimated Match
Eligible Amount
Max Eligible Cost Per Rebate:
$ - $ - $ - $ - $ -
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$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
TOTALS: - $ - - - $ - $ - $ -
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Flume Smart Meter Rebate Reporting Spreadsheet
Participating Agency: Partner Agency $ -
Date Submitted: -
Dates Covered: -
Date Address Rebate count
Total Actual
Rebated amt ($)
Actual Cost
per Rebate
Eligible cost
per rebate Total Eligible
Estimated Grant
Eligible Amount
Estimated Match
Eligible Amount
Max Eligible Cost Per Rebate:
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
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$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
TOTALS: - $ - - - $ - $ - $ -
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Direct Install Program Reporting Spreadsheet
Participating Agency: Partner Agency $ -
Date Submitted: -
Dates Covered: -
Date Address Plumber Invoice No.
#
Toilets
Installed
# Shower
heads
Installed
#
Faucet
Aerator
Installed
# Kitchen
Faucet
Aerator
Installed
Package
Count
Total Actual
Package cost ($)
Actual Cost per
Package
Eligible cost per
Package Total Eligible
Estimated Grant
Eligible Amount
Estimated Match
Eligible Amount
Max Eligible Cost Per Installation Package:
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
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$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
TOTALS: - - - - - $ - - - $ - $ - $ -
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Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: City Council
Subject: ADOPTION OF THE REVISED CITY-WIDE SALARY
SCHEDULE FOR FISCAL YEAR 2024/25
Date: September 10, 2024
Written by: Angela Courter, Director of Administrative Services Recommendation
It is recommended that the City Council adopt by resolution the revised fiscal year 2024/25 salary schedule, as updated per the current City labor agreements.

Background
The City Council and staff believe that our citizens have a right to full transparency with respect to public information, including the wages and benefits received by City employees and elected officials. To that end, salary schedules and labor agreements are available on the City’s website.

For transparency as well as effective and efficient financial reporting, the City Council previously adopted the annual salary schedule for fiscal year 2024/25, using the adopted labor agreements in effect as of July 1, 2024, and revised for the labor agreements adopted July 9, 2024.

Analysis/Discussion
The City of Cotati has three separate bargaining units; the CEA, the Cotati Police Officers Association (CPOA), and the Cotati Police Management Association (CPMA), as well as the Non-Represented group and a single employment agreement with the City Manager. The salary schedule implements the existing approved memorandum of understanding with each group or contract.

With the completion of negotiations for the CPMA and CPOA, staff are proposing an adjustment for the Police Lieutenant position due to impaction from the Sergeant classification. The salary schedule presented provides an increase of 5% on Step E. If adopted, the increase would be in 101 of 1574
effect at the start of the next full pay period (September 21, 2024).

Financial Considerations
There is no additional fiscal impact associated with the approval and publishing of the salary schedule, as the changes have already been included within the fiscal year budget.

Environmental Issues
The action of approving the salary schedule does not constitute a project as defined by California Environmental Quality Act Guidelines Section 15378; therefore, no further environmental review is required.
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RESOLUTION NO. (XX)

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COTATI APPROVING THE REVISED FISCAL YEAR 2024/25 SALARY SCHEDULE
WHEREAS, on July 9, 2024, the City Council is to approve a five-year MOU with the Cotati Police Management Association (CPMA) effective the first full pay period following July 1, 2024; and
WHEREAS, on June 11, 2024 (Resolution 2024-29) the City Council approved a fiveyear MOU with the Cotati Police Officers Association (CPOA) effective the first full pay period following July 1, 2024; and
WHEREAS, the Police Lieutenant rate was impacted due to equity adjustments for the CPOA and CPMA negotiated agreements, and it is staff's recommendation to revise the rate of pay with an increase not to exceed 5%, and
WHEREAS, the changes previously authorized by the City Council though the MOUs are incorporated into the attached salary schedule, effective the first full pay period after July 1, 2024; and
NOW THEREFORE BE IT RESOLVED, that the City Council for the City of Cotati hereby approves the attached revised salary schedule effective on the first day of the next full pay cycle after adoption (September 21, 2024).

IT IS HEREBY CERTIFIED that the foregoing resolution was duly adopted at a regular meeting of the City Council of the City of Cotati held on September 10, 2024, by the following vote, to wit:

A B C D E
Accountant CEA 37.83 39.72 41.71 43.80 45.99
Account Clerk CEA 28.12 29.53 31.01 32.56 34.19
Accounting Technician CEA 32.70 34.33 36.05 37.85 39.74 Administrative Assistant CEA 32.25 33.86 35.55 37.33 39.20 Assistant Planner CEA 38.97 40.92 42.97 45.12 47.38
Associate Engineer CEA 43.29 45.45 47.72 50.11 52.62
Associate Planner CEA 43.29 45.45 47.72 50.11 52.62
Building Official Non-Rep 61.15 64.21 67.42 70.79 74.33 Chief of Police Non-Rep 80.18 84.19 88.40 92.82 97.46
City Clerk Non-Rep 56.28 59.09 62.04 65.14 68.40
City Manager Contract - - - - 102.36
Civil Engineer CEA 49.58 52.06 54.66 57.39 60.26
Community Services Officer CPOA 31.69 33.27 34.93 36.68 38.51 Deputy City Clerk Non-Rep 38.93 40.88 42.92 45.07 47.32 Director of Administrative Services Non-Rep 80.18 84.19 88.40 92.82 97.46 Director of Community Development Non-Rep 80.18 84.19 88.40 92.82 97.46 Director of Public Works/City Engineer Non-Rep 80.18 84.19 88.40 92.82 97.46 Engineering Technician CEA 34.38 36.10 37.90 39.79 41.78 Intern Part Time 18.00 - 19.00 - 20.00
Laborer CEA 22.55 23.68 24.86 26.10 27.41
Maintenance Worker I CEA 28.68 30.11 31.62 33.20 34.86
Maintenance Worker II CEA 32.79 34.43 36.15 37.96 39.86 Maintenance Worker III CEA 36.15 37.96 39.86 41.85 43.94 Management Analyst CEA 40.29 42.30 44.42 46.64 48.97
Management Analyst - Confidential Non-Rep 40.29 42.30 44.42 46.64 48.97 Office Assistant CEA 23.09 24.24 25.45 26.72 28.06
Permit Technician CEA 33.45 35.12 36.88 38.72 40.66
Planning Technician CEA 33.45 35.12 36.88 38.72 40.66
Police Corporal CPOA 43.67 45.85 48.14 50.55 53.08
Police Dispatcher/Clerk CPOA 32.33 33.95 35.65 37.43 39.30 Police Lieutenant Non-Rep 60.50 63.52 66.70 70.04 73.54 Police Officer CPOA 41.57 43.65 45.83 48.12 50.53
Police Officer Trainee Non-Rep - - - - 31.33
Police Records Support Analyst CPOA 32.33 33.95 35.65 37.43 39.30 Police Sergeant CPMA 50.22 52.73 55.36 58.13 61.04
Police Service Aide Part Time/Non Rep 28.10 29.50 30.98 32.53 34.16 Public Works Superintendent Non-Rep 54.69 57.42 60.29 63.30 66.46 Recreation Coordinator CEA 28.12 29.53 31.01 32.56 34.19 Recreation Manager Non-Rep 47.22 49.58 52.06 54.66 57.39 Reserve Police Officer Part Time/CPOA 41.57 43.65 45.83 48.12 50.53 Senior Accountant CEA 41.47 43.54 45.72 48.01 50.41
Senior Management Analyst CEA 44.41 46.63 48.96 51.41 53.98 Senior Management Analyst - Confidential Non-Rep 44.41 46.63 48.96 51.41 53.98 Senior Planner CEA 49.58 52.06 54.66 57.39 60.26
Recreation Seasonal Staff Part Time Step A Step B Step C Camp Director Part Time 20.00 21.00 22.00
Assistant Camp Director Part TIme 19.00 20.00 21.00
Recreation Leader Part Time 18.00 19.00 20.00
Increase for Lt. due to impaction with CPOA and CPMA
Effective 09/21/2024
Hourly (2080/yr)
Position Title Bargaining Unit
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Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: City Council
Subject: AWARD CONTRACT FOR PROFESSIONAL AUDITING

SERVICES AGREEMENT FOR THE CITY OF COTATI
Date: September 10, 2024
Written by: Angela Courter, Director of Administrative Services Recommendation
It is recommended the City Council award the professional auditing services proposal to Chavan & Associates, LLP Certified Public Accountants and authorize the City Manager to negotiate and execute a three-year agreement, with two years of optional extensions and future year funding contingent on City Council budget approval in future fiscal years.

Background
Per Government Code section 12410.6.(b) “commencing with the 2013/14 fiscal year, a local agency shall not employ a public accounting firm to provide audit services to a local agency if the lead audit partner or coordinating audit partner having primary responsibility for the audit, or the audit partner responsible for reviewing the audit, has performed audit services for that local agency for six consecutive fiscal years.” The City of Cotati has engaged the services of Badawi & Associates since 2019-20 making the fiscal year 2023/24 the fifth year and the final year under the adopted contract with extensions.

The City engages an independent auditing firm to perform an examination of the City’s basic financial statements, evaluation of Revenues and Expenditures of Measure S sales tax receipts, and the City’s Schedule of Expenditures of Federal Awards (Single Audit) if required. The independent auditor also performs agreed-upon procedures to test and report on the City’s GANN appropriation limit calculation. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The audit also includes evaluating the overall presentation of the financial statements and evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management. The objective of the audit is to express an opinion as to whether these financial statements are fairly presented in all material respects and in conformity with all applicable 105 of 1574
accounting standards generally accepted in the United States of America and as promulgated by the American Institute of Certified Public Accountants (AICPA), the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, and the U.S. Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Governments and Non-Profit Organizations.

Analysis/Discussion
On May 31, 2024, staff issued a Request for Proposals to seek qualified certified public accounting (CPA) firms to audit its financial statements for the fiscal years 2024/25 through 2026/27 with an option to extend the contract for fiscal years ending June 30, 2028 and 2029.

The RFP was e-mailed to firms recommended by the California Society of Municipal Finance Officers (CSMFO), posted on the CSMFO RFP portal and the GFOA RFP portal, and on the City’s online bidding site. The expiration date for submittal of the proposals was July 31, 2024.

The evaluation criteria included, responsiveness, experience with like cities, technical experience of the team, experience with government finance software, size and structure of firm, ability to provide technical support for implementation of new standards, cost, and firm compliance.

Chavan & Associates, LLP is a California-based CPA firm that specializes in government audits and provides a full range of accounting services to governmental agencies throughout California.

This firm was the sole responder, but was evaluated for technical knowledge and inquiries were made of their references. Staff believe the auditor firm meets the City's need for the highest standard of financial reporting.

If authorized by the City Council, staff will work to execute a contract to initiate the strategic planning of the audit to ensure reporting deadlines are met. Staff expects the selected auditor to perform the first part of the fiscal year 2024/25 audit in April 2025.

Financial Considerations
The total cost of auditing services is as follows:
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Environmental Issues
The action of hiring a financial auditor does not constitute a project under the California Environmental Quality Act.
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RESOLUTION NO. (XX)

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COTATI TO

AUTHORIZE THE CITY MANAGER TO ENTER A CONTRACT WITH CHAVAN &

ASSOCIATES, LLP TO PERFORM PROFESSIONAL AUDITING SERVICES FOR

THE CITY OF COTATI
WHEREAS, on May 31, 2024 the City issued request for proposals from qualified firms of certified public accountants for a three (3) year contract to prepare and audit its financial statements including evaluation of Revenues and Expenditures of Measure S sales tax receipts, and complete a Single Audit Report if required, for the fiscal years ending June 30, 2025, 2026 and 2027, and
WHEREAS, audits are to be performed in accordance with generally accepted auditing standards, the standards set forth for financial and compliance audits in the U.S. General Accounting Office’s (GAO) Standards for Audit of Governmental Organizations, Programs, Activities, and Functions, the provisions of the Single Audit Act of 1984, as amended in 1996, U.S. Office of Management and Budget (OMB) Circular A-133, Audits of State and Local Governments and Governmental Accounting Standards Board (GASB) Pronouncements, and WHEREAS, the all-inclusive maximum price for the services are not to exceed $31,500, $32,500 and $33,500 for the fiscal years 2024/25, 2025/26 and 2026/27 consecutively, and WHEREAS, the action of selecting a financial auditing firm does not constitute a project as defined by California Environmental Quality Act Guidelines Section 15378; therefore, no further environmental review is required.

NOW THEREFORE BE IT RESOLVED, that by the Council of the City of Cotati that the City Manager is authorized to enter a Contract with Chavan & Assocaites, LLP to perform annual audits of the City’s financial statements as proposed and attached herein.

IT IS HEREBY CERTIFIED that the foregoing resolution was duly adopted at a regular meeting of the City Council of the City of Cotati held on September 10, 2024, by the following vote, to wit:

Approved:___________________________
Mayor
Attest:______________________________
Kevin Patterson, Deputy City Clerk
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Approved as to form:______________________________
City Attorney
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FEES SUMMARY

FOR THE ANNUAL INDEPENDENT AUDIT
OF THE

CITY OF COTATI
Submitted July 31, 2024
Chavan & Associates, LLP
Certified Public Accountants
15105 Concord Circle, Suite 130
Morgan Hill, CA 95037
Phone: (650) 346-1329
Fax: (408) 872-4159
E-mail: [email protected]
Contact: Sheldon Chavan, Partner
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Fees Summary
City of Cotati Proposal for Auditing Services
Chavan & Associates, LLP Page 1
Date: July 31, 2024
Firm: Chavan & Associates, LLP (C&A)
15105 Concord Circle, Suite 130
Morgan Hill, CA 95037
Phone: (650) 346-1329
Contact Person: Sheldon Chavan, Managing Partner
[email protected]
650-346-1329
Price per Year by Service Level:

Certification: I, the undersigned, certify I am duly authorized to represent C&A and I am empowered to submit this bid. In addition, I certify I am authorized to contract with the City of Cotati on behalf of C&A.

Managing Partner July 31, 2024
Signature Title Date
Sheldon Chavan
Name
Services Hours 2025 2026 2027 2028 2029
City Audit, ACFR, Reports and Letters 240 $ 26,200 $ 27,200 $ 28,200 $ 29,700 $ 30,700 GANN Limit AUP 6 800 800 800 800 800
Management Letters N/A Included Included Included Included Included GASB implementation and guidance N/A Included Included Included Included Included Present Reports to Council and Committees N/A Included Included Included Included Included Meals, Lodging and Transportation N/A Included Included Included Included Included Subtotal City Audit 246 27,000 28,000 29,000 30,500 31,500 Single Audit 24 3,000 3,000 3,000 4,000 4,000
Measure S 12 1,500 1,500 1,500 1,500 1,500
Total All-Inclusive Maximum Price 282 $ 31,500 $ 32,500 $ 33,500 $ 36,000 $ 37,000 Optional
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Fees Summary
City of Cotati Proposal for Auditing Services
Chavan & Associates, LLP Page 2
Schedule of Professional Fees
Our professional fees are based on actual time devoted to an engagement, at hourly rates related to the experience levels of the individuals performing the work. The following is our standard fee schedule for our audit personnel:

Manner of Payment
Progress payments will be made on the basis of pro-rated audit work completed during the course of the engagement and out-of-pocket expenses incurred in accordance with our proposal.

Rates for Additional Professional Services
In the event that extraordinary circumstances require additional services beyond the agreed upon scope, C&A will provide, in writing and in advance, the reasons for the additional services along with our estimated costs and a statement that no work will be performed prior to City approval. Rates for additional services would be the same as those identified under the quoted hourly rates above.

Standard &
Quoted
Hourly
Rates Hours 2025 2026 2027 2028 2029
Engagement Partner $ 200 32 $ 6,400 $ 6,592 $ 6,790 $ 6,993 $ 7,203 Associate Partner/Reviewer 200 8 1,600 1,648 1,697 1,748 1,801 Manager 150 56 8,400 8,652 8,912 9,179 9,454
Supervisor 100 94 9,400 9,682 9,972 10,272 10,580
Professional Staff 85 84 7,140 7,354 7,575 7,802 8,036
Administrative Staff 85 8 680 700 721 743 765
Professional Discount N/A N/A (2,120) (2,129) (2,167) (738) (839) Total All-Inclusive Maximum Price 282 $ 31,500 $ 32,500 $ 33,500 $ 36,000 $ 37,000 Optional
Fiscal Year Ending
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PROPOSAL FOR CONDUCTING

THE ANNUAL INDEPENDENT AUDIT
OF THE

CITY OF COTATI
Submitted July 31, 2024
Chavan & Associates, LLP
Certified Public Accountants
15105 Concord Circle, Suite 130
Morgan Hill, CA 95037
Phone: (650) 346-1329
Fax: (408) 872-4159
E-mail: [email protected]
Contact: Sheldon Chavan, Partner
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Title Page
Transmittal Letter................................................................................................................................................ i - ii A. Firm Qualifications & Experience ................................................................................................................ 1 Independence........................................................................................................................................ 1 License to Practice in California............................................................................................................. 1 Contractor Identification and Introduction ........................................................................................... 1 Firm Size, Staff Size, Location and Staffing ............................................................................................ 2 Range of Services................................................................................................................................... 3 Contract Terminations and Affirmation Concerning Substandard Audit Work ..................................... 3 Equal Opportunity Employer................................................................................................................. 3 Subcontractor........................................................................................................................................ 3 Business Licenses................................................................................................................................... 3 Quality Control Review.......................................................................................................................... 3 B. Specific Audit Approach .............................................................................................................................. 4 Phase I - Planning and Risk Assessment ................................................................................................ 4 Phase II - Substantive Audit Procedures and Compliance ..................................................................... 5 Phase III - Financial Statement Preparation and Review....................................................................... 5 Compliance and Program Specific Auditing........................................................................................... 6 Recommendations for Improved Operations........................................................................................ 6 Irregularities and Illegal Acts................................................................................................................. 6 Control Risk Assessment ....................................................................................................................... 6 Analytical Procedures............................................................................................................................ 6 Identification of Potential Audit Problems............................................................................................ 7 Resources Available for Standards Interpretations............................................................................... 7 References............................................................................................................................................. 7 Summary of Staff Hours by Phase ......................................................................................................... 7 Summary Timeline................................................................................................................................. 8 City Client List........................................................................................................................................ 8 C. Scope of Services......................................................................................................................................... 9 D. Partner, Supervisory and Staff Resumes..................................................................................................... 11 Sheldon Chavan, CPA, Managing Partner.............................................................................................. 11 Jeff Ira, CPA, Independent Reviewer..................................................................................................... 14 Paul Pham, CPA, Associate Partner ....................................................................................................... 16 Niru Machiraju, Audit Supervisor.......................................................................................................... 17 Andrew Quintero, Senior Auditor ......................................................................................................... 18 Matthew Ojeda, Senior Auditor ............................................................................................................ 19 Professional Education and Training ..................................................................................................... 20 ATTACHMENTS:

Peer Review Report
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Page | i 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
July 31, 2024
City of Cotati
201 W. Sierra Ave.

Cotati, CA 94931
We are pleased to have this opportunity to submit our proposal to provide auditing services for the City of Cotati (the “City”). Our understanding of the work outlined in the request for proposal is that we will audit the financial statements of the City for fiscal years ending June 30, 2025, 2026 and 2027, with two option years.

Our audits will be performed in accordance with auditing standards generally accepted in the United States of America, the standards set forth for financial audits in the United States General Accounting Office’s (GAO) Government Auditing Standards, the provisions of the Federal Single Audit Act of 1984 and the Single Audit Act Amendments of 1996; the U. S. Office of Management and Budget’s (OMB) guidance for federal awards and agreements as provided in the Code of Federal Regulation (CFR) 2 Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and relevant Governmental Accounting Standards Board (GASB) Statements. We will also apply the necessary procedures to prepare the reports as requested in the RFP and noted in our cost proposal.

As a result of our audit, we will express an opinion on the fair presentation of the basic financial statements, as listed in the RFP, in accordance with GAAP. We will also issue a report on internal controls over financial reporting and on compliance with applicable laws and regulations in accordance with Government Auditing Standards.

Throughout the contract period, we will provide consultation on accounting and compliance issues and attend meetings to discuss the audit and management comments. It is our commitment to the City that we will complete the work within the agreed time frame and that we have the resources, time and personnel to dedicate to this engagement for the entirety of the contact. We are confident Chavan & Associates LLP ("C&A") is the best-qualified firm to serve as your independent auditors. A brief list of reasons includes:
 We specialize in the audits of local governments and not for profit entities.  Our partners/reviewers have 82 years of combined experience auditing local governments.  Our firm and key professionals are properly licensed to practice in the state of California.  Our service will be dependable, reliable and timely.
 We will be sensitive to your workload. We understand you and your staff must keep up with your current work as well as deal with the audit.
 Our staff and partners are available twelve months of the year to serve our audit clients.

You are important to our firm and we promise a high level of involvement and enthusiasm at all levels.
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Page | ii 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
 The engagement partner will attend all conferences and meetings and will supervise the audit directly during each year and phase of the engagement.  We offer flexible staffing and scheduling. We can send a full team onsite, work 100% remotely, or send a small team on site to minimize COVID-19 exposure. All of our team members are vaccinated and will follow your policies in regard to COVID-19.  To improve the efficiency of the audit process, we use online software, Engagement Organizer (EO), to provide a list of information and monitor the workflow during the audit.

The link to EO is provided early during the planning process and includes items for both interim and year-end work, such that we can edit the list as needed moving forward. All documents can be uploaded here and notes, status updates and comments are done through EO. We also have a secure portal as an additional way to share information.

We have a full-time IT manager on staff that is available to assist throughout the audit. All of our partners and staff are familiar with software utilization and data extraction. We also focus on the management of user ID’s, passwords, and password authentication tools. Finally, when performing test of controls, we look for controls that will prevent email scams, such as requests to change remittance advice for a vendor’s invoice.

While most of our clients prefer digitally published reports in pdf format, we have invested in HP color printers, binding machines and binding supplies, to provide professional bound reports to clients whom still appreciate a printed report. Our team has been printing, binding and publishing ACFR’s and similar reports for over forty years; beginning with Jeff Ira back in the 1980’s.

Staffing for the audit will include one Engagement Partner, one Associate Partner, one Audit Manager, one Supervisor, two Professional Staff and one Administrative Staff. The Engagement Partner, one Senior and one Staff will be assigned to visit your offices, as feasible with regard to COVID-19 circumstances.

Sheldon Chavan and Paul Pham are the partners authorized to sign and obligate the firm contractually and represent the firm. He is empowered to submit the bid and authorized to sign a contract. This proposal is a firm and irrevocable offer for 120 days. We look forward to being of service to you.

Very truly yours,
Sheldon Chavan, C.P.A., Partner
Chavan & Associates, LLP
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Section A
Firm Qualifications & Experience
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Section A - Firm Qualifications & Experience
City of Cotati Proposal for Auditing Services
Chavan & Associates, LLP Page 1
Independence
C&A is independent of the City and all of its component units as defined by generally accepted auditing standards and the U.S. General Accountability Office’s Government Auditing Standards. In all matters relating to the audit work, the audit organization and individual auditors, whether government or public, should be free from personal and external impairments to independence, should be fiscally independent, and should maintain an independent attitude and appearance.

C&A did not have any professional relationships involving the City of Cotati, or any of its agencies and component units, for the past five (5) years that would cause a conflict of interest relative to the scope of services identified in the request for proposal.

License to Practice in the State of California
C&A and all key professionals are properly licensed to practice as certified public accountants in the State of California and do not have any record of substandard work or unsatisfactory performance pending with the State Board of Accountancy. C&A is registered with the California State Board of Accountancy and our stat number is PAR 7294.

Contractor Identification and Introduction
Company Name: Chavan & Associates, LLP (C&A)
Address: 15105 Concord Circle, Suite 130, Morgan Hill, CA 95037 Office: 408-217-8749
Fax: 408-872-4159
E-mail: [email protected]
CA File Number: 202009218003
FEIN: 27-0630496
Authorized to Sign: Sheldon Chavan, Partner; Paul Pham, Partner Our partners and reviewers have performed audits under Governmental Auditing Standards, the Single Audit Act and the State Controller’s Office Minimum Audit Requirements for a combined 82 years; Sheldon for 25 years, Jeff Ira for 41 years, and Paul Pham for 16 years. In August of 2009, we established C&A as a limited liability partnership. C&A is a local audit firm in San Jose, CA specializing in local government auditing and consulting. We have audited and prepared Annual Comprehensive Financial Reports (ACFRs) and basic financial statements as required by the Government Finance Officers Association (GFOA) and the Governmental Accounting Standards Board (GASB) for cities, fire districts, water districts, sanitation districts, JPAs and other types of special districts. Our partners have been reviewers of ACFRs for the GFOA and CSMFO.

Most recently, C&A prepared ACFRs for the City of El Cerrito, City of Oroville, City of Suisun, Town of Los Gatos, and City of Carmel-by-the Sea for the year ending June 30, 2023. Our goal at C&A is to provide premium audit services at a reasonable fee. We believe that continuous partner involvement helps us achieve our goal, which is why our partners are constantly involved in every audit. Ultimately, minimizing on-the-job training allows us to focus exclusively on servicing our clients.

Single Audit
Experience
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Section A - Firm Qualifications & Experience
City of Cotati Proposal for Auditing Services
Chavan & Associates, LLP Page 2
After starting the firm with only 9 clients in 2009, we currently have approximately 200 government, nonprofit and grant engagements covering about 109 clients, 43 of which were required to have a single audit under uniform guidance in the last audit season. Our firm’s experience includes numerous audits under state and federal compliance audit guides, including the Minimum Audit Requirements and Reporting Guidelines for Cities as required by the State Controller’s Office. What makes us unique from other audit firms is that we eliminate “on-the-job” training through intensive in-house training, audit planning, and by having partners in the field throughout the entire engagement (not just “spotchecking”). The daily interaction with our Engagement Partner has been invaluable to our clients as it provides the opportunity for immediate feedback and the chance to ask questions related to accounting, account coding, grant requirements, ACFR requirements, budgeting, and much more. Auditing is the main focus of our practice and we are available to start as early as February 1st, however our calendar is flexible.

C&A is also a member of the AICPA’s Government Audit Quality Center which promotes the importance of quality governmental audits and the value of such audits to purchasers of governmental audit services. GAQC is a voluntary membership center for CPA firms and state audit organizations that perform governmental audits.

Firm Size, Staff Size, Location and Staffing
We also have fourteen professional, full-time staff in addition to our partners and two administrative staff that will be available to assist as needed throughout the engagement. Our engagement partners are directly involved with the audits. Our central office is located in Morgan Hill, CA. Staffing for the City’s audit will include the following professionals (audit experience):

Sheldon Chavan, CPA, Managing Partner (25 years)
Jeff Ira, Independent Reviewer (41 Years)
Paul Pham, CPA, Associate Partner (16 years)
Niru Machiraju, Supervisor (6 years)
Andrew Quintero, Senior Auditor (5 years)
Matthew Ojeda, Senior Auditor (7 years)
One of the professional staff could change from year to year. The City will be notified of any staff changes prior to fieldwork. The Engagement Partner, manager, and supervisor will be the same during each year of the engagement.
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Range of Services
The following summarizes the range of services we provide:

Contract Terminations and Affirmation Concerning Substandard Audit Work C&A and all assigned personnel do not have any record of substandard work, contract failures, outstanding claims, litigation, investigations, or other unsatisfactory performance issues against us or pending with the State Board of Accountancy or any other entity. In addition, we have not had any federal or state desk review or field reviews of our audits. C&A has no record of lost clients or contract failures.

Equal Opportunity Employer
C&A is an equal opportunity employer and is in compliance with the Civil Rights Act of 1964, the State Fair Employment Practice Act, and all applicable federal and state laws and regulations relating to equality.

Subcontractor
C&A will not be engaged with any subcontractors during this engagement.

Business Licenses
C&A will obtain and maintain a valid business license throughout the duration of the contract, as applicable.

Quality Control Review
We are enrolled in the AICPA quality control peer review program. Our peer review was performed in compliance with AICPA and GAO requirements and included a selection of government audit engagements. Our audits complied with auditing standards generally accepted in the United States of America and Generally Accepted Governmental Auditing Standards.

There were no desk reviews or disciplinary action in the last 3 years.

Number Management,
of Percent by Accounting & Nonprofit
Entity Type Clients Entity Auditing Other Tax
Local Education Agencies 33 30% 100% 0% 0%
Charter Schools 13 12% 100% 0% 100%
Non-profit Organizations 22 20% 91% 0% 68%
Cities and Towns 13 12% 85% 0% 0%
Special Districts 19 17% 84% 16% 0%
Privately Held 9 8% 67% 22% 0%
GAAS GAGAS Single Bond EAAP
Audit Audit Audit Audit Audit
Percent by Service Type 93% 75% 39% 19% 41%
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Section B
Specific Audit Approach
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Section B - Specific Audit Approach
City of Cotati Proposal for Auditing Services
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The C&A audit approach begins with an entrance conference between Sheldon Chavan and management to gather information for risk assessment and audit planning. Upon the conclusion of the entrance conference, Sheldon will plan and schedule C&A’s three phase audit approach and prepare a list of items to be provided for Phase I of the audit. Significant aspects of each phase are outlined below as augmented based on our review of the City’s financial reports, RFP, Budget documents, and Council and Finance Commission agendas and minutes:

Phase I - Planning and Risk Assessment
This phase is designed to evaluate your operating and accounting procedures and will provide the basis for a significant portion of our letter to management. The results of our work during this phase will determine our audit approach for significant accounts and compliance. We plan to begin this phase by meeting with management and the Finance Commission to plan the audit and discuss any significant issues with the proposed audit plan and timeline.

At least six weeks prior to the beginning of this phase, we intend to provide the City with a link to Engagement Organize (“EO”)r detailing the information and timing that will be needed in order to facilitate the completion of the audit in a timely manner. Having all items in EO uploaded prior to the beginning of the audit field work will allow us to complete the audit within the allotted time frame or earlier. We will also begin the testing of federal compliance for major programs during this phase, if applicable. The EO will include Phase I, II, and III items once uploaded and will updated during the year.

The City will be able to leave notes on each item, upload attachments and message our team through EO.

We plan the audit and obtain our understanding of the internal control structure, control environment, and accounting system through:
 Inquiries of appropriate management and staff personnel.  Inspection of the City’s documents, records, budget and related materials, organizational charts, manuals and programs.  Observation of the City’s activities and operations to corroborate the results of inquiries.  Testing of the controls to determine they are operating as planned.  Performance of preliminary analytical review on interim financials. The analytical review entails comparing similar information for the same time frame from the prior year and also comparing current year-to-date information to the budget to determine areas that may need additional attention during Phase II.
 Review and evaluation of the City’s financial and other management information system controls and procedures. Our staff has gained invaluable experience with systems such as HTE, Multiple Operation Management (MOM), Springbrook, Pentamation, QuickBooks, Digital Schools, SunGuard, Escape, FUND$, CECC, SACS, Financial 2000, SASi and many others. It is our goal to maximize the usage of your computer system during the audit.

This phase constitutes approximately 40% of all non-clerical hours of the engagement and may be combined with Phase II if desired. At the completion of Phase I, an exit conference will be held to discuss findings and recommendations and prepare for Phase II.

Three Phase Audit
Approach
Internal Controls
Documentation
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Phase II - Substantive Audit Procedures and Compliance
This phase is designed to complete our substantive and compliance audit procedures on the accounts of the City. The approach for Phase II will be based on the results of Phase I. Audit programs will be tailored for your City’s needs. This work will begin after the closing of your books.

Sample size and selection is based on our assessment of risk and planned or actual deviations. A typical sample size will be 25 to 60 items and be randomly selected. Our sampling methods vary depending on the type of tests we perform. Sample selection for compliance work will be based on the respective compliance and audit guides, KC, our experience and judgment, and other various sources. We use Knowledge Coach (KC) audit programs by Commerce Clearing House (CCH) to assist in our risk determination and sampling selection. We also use ProSystems fx Engagement paperless audit, Microsoft Excel, and Microsoft Word on laptops to perform the audit. Generally, we prefer information provided in electronic format, however we use production scanners in the office and portable scanners in the field for information that is unavailable in electronic format.

Analytical procedures during Phase II involve comparing current data to prior year and budget data, calculating dollar and percentage variances and investigating differences. We also analyze trends and relationships of the various financial statement components and ratios.

Laws and regulations subject to audit will be determined based on inquiry and familiarity we gain with the City and with state and federal compliance requirements. We also attend seminars and webinars related to state and federal regulations to keep abreast of new requirements.

Phase II will take approximately 40% of the engagement hours. At this time, an exit conference will be held to discuss findings and recommendations, the status of new accounting principles and reporting requirements, and prepare for Phase III.

Phase III - Financial Statement Preparation and Review
This phase consists of preparing or assisting with the preparation of your financial statements, as required in the RFP, in conformity with accounting principles generally accepted in the United States of America. We will also prepare all other financial and compliance reports required of us as listed on the RFP. The required reports and management letter will be submitted to management as noted in the timeline in the RFP, unless otherwise agreed. We will also ensure that new GASB pronouncements identified in phase I and II have been appropriately accounted for and disclosed in the financial statements and that the impact of these statements is sufficiently presented in our audit reports. The most efficient way to ensure we meet the reporting deadlines is to have the audited trial balance and final adjustment completed by the last day of field work. This, in combination of the automation provided by Prosystems Engagement will reduce the lag time from the completion of field work and report issuance.

Our reporting process is automated through our audit software. Once we obtain the City’s trial balance in electronic format, we can import that into our system, which will automatically code and update all financial statements and most note disclosures in the financial statements and notes. We can also auto Sampling
Methods
Analytical
Procedures & Laws
and Regulations
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link tables, charts and other documents the City would like to generate. All of this information can be shared through our online secure lockbox/fileshare website at www.cnallp.com and through our online engagement portal which is linked to our list of items. All agreed upon adjustments will be linked in our audit software. This greatly reduces the report preparation time and involvement of City staff and creates more opportunity for review of information systems, internal controls and management recommendations. At the end of this phase we will provide a summary of audit adjustments and uncorrected misstatements (passed adjustments).

We anticipate that Phase III will comprise approximately 20% of the engagement hours, including the majority of the clerical hours. The timing of each phase of the audit is estimated based on the assumption that the City will meet their close schedule and responsibilities as noted in the request for proposal.

Please note that we generally hold entrance conferences at the beginning of Phase I and II and exit conferences at the end of Phase I, II and III. However, we are available to meet with the City at any time.

Compliance and Program Specific Auditing
Included in all phases are specific procedures required to complete individual compliance items.

Analytic and sampling procedures generally follow those described in the preceding phase, but are modified, when needed, to meet specific guidelines of the programs audited.

Recommendations for Improved Operations
We feel we have accumulated valuable knowledge in accounting and auditing which has allowed us to offer a wide range of specific recommendations to increase the efficiency and effectiveness of our audit clients. With our background, we can provide services that may be very beneficial to you presently and in the future. As our client, you can look to us for informed support year-round in all areas of interest or concern. In the course of our engagement with the City, we will provide prompt, knowledgeable answers to your questions regarding all aspects of accounting, finance, management, and operations. It is our policy to discuss discrepancies and recommendations with City staff directly involved and then with management, as necessary. If an item warrants inclusion in the report as a finding, we will obtain management’s responses to each finding. All responses will be reviewed with management and relevant committees before they are presented to the City Council.

Irregularities and Illegal Acts
We will make an immediate, written report of all irregularities and illegal acts or indications of illegal acts of which we become aware to the Audit Committee (or similar) and Attorney.

Control Risk Assessment
As part of our audit approach, we use KC forms, narratives, questionnaires and summary schedules to gain an understanding of the control environment and assess its overall effectiveness. This helps us identify the types of potential misstatements and factors that affect the risk of material misstatement and their impact on the audit plan.

Analytical Procedures
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knowledge of conditions and events, to indicate the presence of possible misstatements, to provide substantive evidence of balances and to assess the financial condition of the City.

As we obtain knowledge about the City, we will be able to direct our attention to areas requiring greater audit emphasis as well as provide substantive evidence in support of recorded account balances.

Identification of Potential Audit Problems
Each year we approach the audit objectively and use a risk-based approach to anticipate any potential audit problems. If anything were to come to our attention during the course of the audit, it would be reported to the proper management level depending on the nature of the problem and as noted in the RFP.

Resources Available for Standards Interpretations
In addition to the items published by GFOA, AICPA, FASB, and GASB, we use RIA checkpoint and Thompsons as our main online reference material. As our client, the City will have access to all our resources.

Client References and Similar Engagements
Summary of Staff Hours by Phase
Entity Name City of El Cerrito City of Oroville Town of Los Gatos Contact Person Crystal Reams Ruth Wright Gitta ungvari
Title Finance Director Director of Finance Finance Director Address 10890 San Pablo Avenue, El Cerrito, CA 94530 1735 Montgomery St, Oroville, CA 110 E. Main St, Los Gatos, CA 95030 Phone 510-215-4312 530-538-2413 408-354-685
E-mail [email protected] [email protected] [email protected] Last Audit Period 6/30/2023 6/30/2023 6/30/2023
Hours 480 272 440
Fiscal Years Audited 2 6 2
Partner Sheldon Chavan Sheldon Chavan Sheldon Chavan
GFOA Award Yes Yes Yes
Scope of Work ACFR ACFR ACFR
GAGAS Audit GAGAS Audit Management Letter
Single Audit/OMB Single Audit/OMB GANN Limit AUP
GANN Limit AUP GANN Limit AUP TDA Audit
SAS 114 Report SAS 114 Report Single Audit
Management Letter Management Letter GANN Limit AUP
Successor Agency Successor Agency TDA Audit
SCO AFTR SCO AFTR Successor Agency Audit
Year Round Consultation Year Round Consultation Year Round Consultation Total
Level of Staff I II III Hours
Engagement Partner 8 16 8 32
Associate Partner/Reviewer 2 2 4 8
Manager 20 20 16 56
Supervisor 32 32 30 94
Professional Staff 32 32 20 84
Administrative Staff 2 2 4 8
Totals for Audit Services 96 104 82 282
Phases
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Summary Timeline
City Client List
This is a partial listing from our total list of clients which includes 109 entities, mostly local governments.

Segment FY2025 Phase
Entrance Conference May 15, 2025 I
Audit Planning C&A's Office May 16, 2025 I
List of Items Required by Client May 20, 2025 I
Interim Testing June 16, 2025 I
Interim Exit Conference and Completion June 27, 2025 I
Preparation and Mailing of Confirmation Letters August 1, 2025 II Year-end Field Work Planning Meeting August 1, 2025 II
Progress Conference August 26, 2025 II
Update List of Items Required by Client - Final August 26, 2025 II Year-end Field Work and Compliance Testing September 15, 2025 II Exit Conference September 19, 2025 II
Final List of Recommendations September 26, 2025 II/III Audit Adjustments September 26, 2025 II/III
Draft Reports, Financials, Management Letters October 15, 2025 III Final Reports, Financials, Management Letters November 1, 2025 III Council, Commission & Public Presentations As Needed III Cities/Towns ACFR GAS GAGAS Single Audit EAAP Other
City of Albany    
City of Carmel-by-the-Sea    
City of Del Rey Oaks   
City of El Cerrito     
City of Gridley     
City of Marina     
City of Oroville     
City of Pacific Grove     
City of Point Arena  
City of Rocklin     
City of Saratoga    
Town of Los Gatos    
Town of Yountville    
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Section C
Scope of Services
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Audit Scope
We understand, accept, and have included in our work plan the following scope of services:

A. Independent Auditor’s Reports for the City on the fair presentation of the financial statements in conformity with generally accepted accounting principles based upon audits of the Basic Financial Statements of the City. The other supplementary information listed in the Table of Contents in the City's ACFR, including combining schedules and additional budgetary comparison schedules, are not a required part of the basic financial statements, however, C&A is to provide a report on the combining and individual fund financial statements and supporting schedules. The information presented shall be based on the auditing procedures applied during the audits of these basic financial statements.

B. C&A will issue a separate management letter (SAS 114) that include disclosures of material and non-material weaknesses in internal controls, disclosures of violations of finance-related legal and contractual provisions, and auditors’ recommendations for financial and program management improvements. City staff comments addressing any issues disclosed, such as a material weakness, will be incorporated in the report.

C. C&A will issue a separate management letter (SAS 115) that includes an overview on the scope of the audit and the firms’ responsibility under U.S. GAAS; any misstatements, audit adjustments or significant audit findings; and any difficulties encountered during the audit including disagreements with management.

D. C&A will perform and prepare a report for the GANN Appropriations Limit Agreed Upon Procedures.

E. C&A will perform an independent review of the Statement of Revenue and Uses of Measure S voter approved funding and will review the draft ACFR.

F. C&A will prepare a separate Single Audit Report of Federal Financial Assistance (if required), including internal controls over financial reporting and compliance performed in accordance with the U.S. Office of Management and Budget (OMB) Circulate A-133, Audits of States, Local Governments, and Non-Profit Organizations. The report will include the appropriate Schedule of Expenditures of Federal Awards, footnotes, findings and questioned costs, including reportable conditions and material weaknesses, and follow up on prior audit findings where required.

G. Our audits are to be performed in accordance with all applicable and generally accepted auditing standards including, but not limited to: the standards set forth for financial audits by the Governmental Accounting Standards Board (GASB), in the General Accounting Office’s (GAO) Government Auditing Standards, and in the U.S. Office of Management and Budget (OMB) Circular A-133, Audits of State, Local Governments, and Non-Profit Organizations.

H. If the City decides to apply for the Government Finance Officers Association (GFOA) “Certificate of Achievement for Excellence in Financial Reporting.” C&A will provide assistance to the City in order to meet those requirements.
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I. All working papers and reports must be retained, at C&A’s expense, for a minimum of five (5) years following completion of the audit, unless the firm is notified in writing by the City of the need to extend the retention period. C&A will be required to make working papers available, upon request, to the following parties or their designees:

1. Parties designated by the federal or state governments or by the City as part of an audit quality review process.

2. Auditors of entities of which the City of Capitola is a sub-recipient of grant funds.

3. State of California, Office of the State Controller.

J. In addition, C&A shall respond to the inquiries of successor auditors and allow successor auditors to review working papers relating to matters of accounting significance. 129 of 1574
Section D
Partner, Supervisory and Staff Resumes
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Section D - Partner, Supervisory and Staff Resumes
City of Cotati Proposal for Auditing Services
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We are aware of the need for continuity of personnel on the engagement and promise that the Engagement Partner will be directly involved in the audit during each year of the contract. We believe that extensive partner involvement provides continuity that could not be achieved in any other way. All staff committed in this proposal will be available for the entire June 30, 2025 audit and are available 12 months a year for questions, comments and implementation support. We understand that the Engagement Partners, managers and other supervisory staff and specialists may be changed only with the express prior written permission of the City. Other audit personnel may be changed at our discretion as long as the replacements have substantially the same or better qualifications or experience. The City retains the right to approve or reject replacements.

Sheldon Chavan, CPA
Managing Partner (Member CalCPA, AICPA, GFOA, CSMFO, GAQC) Sheldon holds a B.S. in Accounting from San Jose State University. He began his career in public accounting in 1998 and has been auditing local governments and nonprofit organizations ever since. Sheldon is a CPA licensed in California and a member of AICPA, CalCPA, CSMFO, GAQC and GFOA. He has also been a member of the GFOA Special Review Committee, with responsibility for reviewing ACFR’s for award of the Certificate of Excellence in Financial Reporting. Sheldon has prepared/reviewed ACFR’s for the City of Berkeley, City of Sunnyvale, City of Pittsburg and many others
over his career. Most recently, Sheldon prepared
the ACFR of the City of Oroville, Town of Lost Gtos
and the City of Albany for the fiscal years ended
June 30, 2023 (partial listing).

Sheldon has managed governmental audits his entire career, which includes the technical review of all work papers, staffing, scheduling, reporting, state compliance, federal compliance, state controllers reports and much more. He is responsible for running the audit in the field and providing accounting and auditing technical support to other partners and staff, primarily in the areas of compliance with auditing standards generally accepted in the United States of America, the standards set forth for financial audits in the United States General Accounting Office’s (GAO) Government Auditing Standards, and the provisions of the Federal Single Audit Act and the United States Office of Management and Title 2 CFR Part 200 (Uniform Guidance).

Sheldon also ensures that each staff has met the continuing professional education requirements under these standards and teaches several in-house seminars a year. He also administers our firm’s quality control system as required by GAAS and Yellow Book standards. Sheldon has been performing audits under the Single Audit Act his entire career. Understanding the complexities of the various federal programs is one of his specialties. Over the years, Sheldon has audited major programs such as ARPA, CARES Act, National School Lunch, Title II Education Technology, IDEA Special Education Local Assistance, Title I, Education Jobs Fund, Title IV Drug Free Schools, NCLB Title III, Title II Improving Teacher Quality, CDBG, Shelter Plus Care, Home Investment in Affordable Housing, HUD Section 8, Highway Planning and Construction, Medi-Cal, Low-income Low Energy Assistance, and many more.

Sheldon has extensive experience auditing government bond programs and can assist the City with bond covenant calculations, bond compliance, tax filings, bond arbitrage issues and any other general ACFR
Preparation
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reporting requirements. In addition, we currently have multiple clients for which we complete special bond performance audits each year. We also provide contractor prequalification services for some clients who use restricted bond funds for modernization and infrastructure improvements.

Sheldon’s recent continuing professional education:

Description of Program/Training
Yellow Book:Revised Government Auditing Standards
Government Audting Standards - Yellow Book
Frequent Government and NPO Frauds: Misuse of Assets
Governmental and Nonprofit Annual Update: Federal Government Activities Single Audit Lighting Round
Governmental Audit Quality Cetner Annual Update Webcast Program-Specific Audits' plus 'Audit Tools and Guidance' Applying Risk Assessment Standards: Understanding the Entity and Its Environment GASB Updates
Governmental Accounting and Auditing Conference Webcast - 5121266C Not-for-Profit Organizations Conference Webcast - 5121343C Cases in NFP Acct. & Auditing: 'Financial Statement Requirements' plus 'Net Asset Classifications' Governmental Auditing: Course Two Performance Audits
Governmental Auditing: Course Three Financial Audits, Attestation Engagements, and..

Governmental Accounting and Reporting
Ethics: AA&C LLP - Accounting Firm Practice Development Committee State and Local Govt Planning Considerations
Cases in NFP Acct. & Auditing: Contributions
Field Work Documentation: Preparation, Maintenance, Types of Workpapers School District Update Including LCFF and LCAP Compliance School Districts Conference
Understanding the Changes to Yellow Book Independence
California Regulatory Review Course
Fraud Audit Techniques Using Excel
Applying the Uniform Guidance in Your Single Audits
Testing Compliance' plus 'Reporting Requirements
Fid Act Understanding impacts of GASB 84
Its Here! Fid Act Implementation Considerations
Accounting and Auditing Conference
Bernard Madoff Investment Securities’ Auditor'
The Detection and Prevention of Fraud in Financial Statements Governmental Auditing: Course One Fundamental Principles for Government Auditing 132 of 1574
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The following is a partial list of Sheldon’s clients over the years:

Cities and Towns Special Districts/JPA's School Districts/COE's Nonprofits and Other City of Albany Bay Area Water Services & Cons Antelope Elementary 2006 Washington St.

City of Berkeley Central Marin Sanitation Agency Belmont Redwood Shores Bay Area Special Education JPA City of Carmel-by-the-Sea East Bay Dischargers Authority Burlingame Bay Area Water Users Association City of Del Rey Oaks Fairfield-Suisan Sanitation Cabrillo Unified Black Adoption Placement City of Marina Half Moon Bay Fire Protection Campbell Union Boys and Girls Clubs of Sonoma City of Novato Hayward Area Parks and Rec Cloverdale Unified Center for Empowering Refugees City of Oroville Highland Recreation District Cotati Rohnert Park Children of Grace City of Pacific Grove Los Trancos Water District Hillsborough City Collective Roots City of Pittsburg Mckinney Water District La Honda Pescadero Credo High School City of Point Arena Menlo Park Fire Protection Lakeside Diagnostics for the Real World City of Salinas Midpen Regional Open Space Las Lomitas Elementary Hidaya Foundation City of San Rafael Pleasant Hill Parks and Rec Lassen View Elementary Livebooks City of Saratoga Point Montara Fire District Los Altos Elementary Mashery City of Scotts Valley Santa Clara Regional Open Space Luther Burbank Mission Charter City of Sonoma Saratoga Cemetery District Manton Joint Union Mission Language and Vocational City of South San Francisco South Bayside System Authority Menlo Park City Morgan Hill Charter Foundation City of Suisun City South San Francisco Conf. Ctr. Millbrae Elementary Morgan Hill Charter School City of Sunnyvale Sausalito-Marin City Sanitation Mineral Nob Hill Home Owners Assoc.

City of Tracy Tahoe Reqional Planning Agency Mountain View Whisman O'Conner Water Town of Los Gatos The Cities Group Orchard One Million Lights Town of Windsor Valley of the Moon Fire Pacifica Orange County Charter School West Bay Sanitary District Plum Valley Pathway to Choices West County Wastewater District Portola Valley Elementary Pyramid Alternatives Westborough Water District Red Bluff Redwood City Education Foundation Woodside Fire Protection District Salinas Union High San Jose Conservation Charter San Bruno Park San Jose Conservation Corps
San Carlos Elementary Singularity University
San Mateo County Office Sociometrics
San Mateo Union High South Tahoe Area Transit Authority Scotts Valley Unfied Stone Bridge Charter School
Sequoia Union High Woodside Atherton Authority
Sonoma Valley Unified Work2future Foundation
Union School District
West County Agency (LEA)
Windsor Unified
Woodside Elementary
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Jeffrey J. Ira, CPA
Independent Reviewer (Member CalCPA, AICPA, GFOA, CSMFO, GAQC) Jeffrey is a graduate of Humboldt State University with a B.S. in Business with a concentration in Accounting. He is a CPA licensed in California, a member of the AICPA, the California Society of CPAs, the GFOA and the CSMFO. Jeff joined our firm in 2017 and has been auditing local governments since 1981. Jeff is a member of the GFOA Special Review Committee, with responsibility for reviewing ACFRs for award of the Certificate of Excellence in Financial Reporting. Jeff served as a Councilmember and the Mayor for Redwood City. He has also served on various local governing boards and committees, which makes him acutely aware of both your financial and management needs. Jeff will be responsible for concurrent review of your audit, which is a quality control measure designed to ensure the audit is completed effectively and in compliance with governmental auditing standards, compliance requirements and uniform guidance requirements.

Jeff has forty years of professional experience and has participated in a variety of auditing and consulting engagements with cities, school districts, and special districts including the following (partial listing):

Cities and Towns Special Districts School Districts/COE's City of Berkeley Bay Area Water Supply Conserv. Agency Antelope Elementary City of Cloverdale Central Marin Sanitation Agency Cabrillo Unified City of Oroville East Bay Dischargers Authority Cotati Rohnert Park City of Point Arena Half Moon Bay Fire Protection La Honda Pescadero City of Saratoga Los Trancos Water District Lassen View Elementary City of Sonoma Menlo Park Fire Protection Las Lomitas Elementary City of Tracy Pleasant Hill Parks and Rec Los Altos Elementary Town of Los Gatos Point Montara Fire Protection District Luther Burbank City of Pittsburg Santa Clara Regional Open Space Auth Redwood City Elementary City of San Rafael Saratoga Cemetery District Menlo Park City City of Concord South Bayside Systems Authority Millbrae Elementary City od Salinas South San Francisco Conf. Ctr. Santa Cruz City City of Sunnyvale Tahoe Regional Planning Agency Mountain View Whisman City of San Carlos The Cities Group Orchard School District City of South San Francisco West Bay Sanitary District Burlingame City of Marina West County Wastewater District Jefferson Union High City of San Bruno Westborough Water District Portola Valley Elementary City of Campbell Woodside Fire Protection District Red Bluff City of Novato Highland Recreation San Bruno Park
Town of Atherton Coast side Water District San Mateo County Office City of Cupertino Sequoia Union High
Sonoma Valley Unified
San Mateo Unified
Ravenswood Elementary
Windsor Unified
Woodside Elementary
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A summary of Jeff’s recent professional education includes:

Paul’s recent continuing professional education:

The following is a partial list of Paul’s clients over the years:

GAGAS - Ethical Principles In Government Auditing Government Auditing GAGAS - Field Work and Reporting Standards Major Changes to Auditing Standards GAGAS - Field Work Standards For Financial Audits Limiting Auditor Liability GAGAS - General Field Work And Reporting Standards Auditor Communications: Critical New Requirements GAGAS - General Standards School Districts Conference
GAGAS - Reporting Standards For Financial Audits Governmental Accounting, Reporting, and Auditing Update GAGAS - Use and Application of GAGAS GASB Basic Financial Statements for State and Local Governments Description of Program/Training
Cities and Towns Special Districts School Districts/COE's Nonprofits and Charter Schools City of Albany Bay Area Water Services & Cons Antelope Elementary Bay Area Water Users Association City of Berkeley Central Marin Sanitation Agency Burlingame Black Adoption Placement City of Carmel-by-the-Sea Fairfield-Suisan Sanitation District Cabrillo Unified Boys and Girls Clubs of Sonoma City of Del Rey Oaks Menlo Park Fire Protection Cotati Rohnert Park Center for Empowering Refugees City of Oroville Midpen Regional Open Space Hillsborough City Children of Grace City of Pacific Grove Santa Clara Regional Open Space La Honda Pescadero Collective Roots City of Point Arena Saratoga Cemetery District Las Lomitas Elementary Credo High School City of Rocklin South Bayside System Authority Lassen View Elementary Hidaya Foundation City of Saratoga South San Francisco Conf. Ctr. Los Altos Elementary Livebooks City of Sonoma Suasalito-Marin City Sanitation District Luther Burbank Mashery City of Suisun City Tahoe Reqional Planning Agency Manton Joint Union Mission Charter City of Tracy The Cities Group Millbrae Elementary Mission Language and Vocational School Town of Los Gatos Valley of the Moon Fire Mineral NASA AMES Exchange West Bay Sanitary District Mountain View Whisman Orange County Charter School Westborough Water District Orchard Pathway to Choices
Pacifica Pyramid Alternatives
Plum Valley Redwood City Education Foundation
Portola Valley Elementary San Jose Conservation Charter Red Bluff San Jose Conservation Corps
San Bruno Park Sociometrics
San Carlos Elementary South Tahoe Area Transit Authority San Lorenzo Valley Unified Stone Bridge Charter School
San Mateo County Office Work2future Foundation
Scotts Valley Unfied
Sequoia Union High
Sonoma Valley Unified
Soquel Elementary
Union School District
West County Agency (LEA)
Windsor Unified
Woodside Elementary
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Niru Machiraju
Audit Supervisor
Niru received her Bachelor and Master of Science in Accounting from the University of Saint Thomas. Niru has been working in public accounting since 2017 and has completed six audit seasons.

During the 2022 audit season, she completed the financial and compliance audits for the entities listed below and has additional experience in the manufacturing, distribution, and non-profit industries. Niru has audited over 80 local governments and nonprofits since 2017. Besides the standard control documentation and substantive testing required for GAAS audits, Niru has performed audits and prepared reports under GAGAS and Uniform Guidance. She has also audited Federal grants from various agencies, including HUD and the Department of Education (Title I, Special Education) and much more.

Niru’s recent continuing professional education:

The following is a list of Niru’s clients over the past year:

GAGAS - Ethical Principles In Government Auditing Government Auditing GAGAS - Field Work and Reporting Standards Major Changes to Auditing Standards GAGAS - Field Work Standards For Financial Audits Limiting Auditor Liability GAGAS - General Field Work And Reporting Standards Auditor Communications: Critical New Requirements GAGAS - General Standards School Districts Conference
GAGAS - Reporting Standards For Financial Audits Governmental Accounting, Reporting, and Auditing Update GAGAS - Use and Application of GAGAS GASB Basic Financial Statements for State and Local Governments Description of Program/Training
Cities and Towns Special Districts School Districts/COE's Nonprofits and Other City of Albany Bay Area Water Services & Cons Antelope Elementary Bay Area Water Users Association City of Carmel-by-the-Sea Chico Area Recreation and Park District Burlingame Boys and Girls Clubs of Sonoma City of Del Rey Oaks Lake Canyon Community Services District Cabrillo Unified Center for Empowering Refugees City of Oroville Midpen Regional Open Space Cotati Rohnert Park Children of Grace City of Pacific Grove Ross Valley Sanitary District Hillsborough City Credo High School City of Point Arena Santa Clara Regional Open Space Las Lomitas Elementary Hidaya Foundation City of Rocklin South San Francisco Conf. Ctr. Lassen View Elementary Mission Charter City of Saratoga Stege Sanitary District Los Altos Elementary NASA AMES Exchange City of Marina Suasalito-Marin City Sanitation District Luther Burbank Pathway to Choices City of Suisun City The Cities Group Millbrae Elementary Peninsula Conflict Resolution Center Valley of the Moon Fire Orchard Redwood City Education Foundation West Bay Sanitary District Pacifica Stone Bridge Charter School Westborough Water District Red Bluff Work2future Foundation San Bruno Park Stone Bridge Charter School
San Carlos Elementary
San Lorenzo Valley Unified
San Mateo County Office
Sequoia Union High
Sonoma Valley Unified
Soquel Elementary
Union School District
West County Agency (LEA)
Woodside Elementary
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Andrew Quintero
Senior Auditor
Andrew has successfully completed five seasons of governmental auditing. Andrew has performed tests of controls, substantive tests, state compliance testing and Federal compliance testing for various special districts and cities. He has been the Senior Auditor in-charge of clients such as the Town of Yountville, City of Suisun City, Fairfield-Suisun Sanitary District and many more. Besides the standard control documentation and substantive testing required for GAAS audits, Andrew has performed audits and prepared reports under OMB Subpart F and the Single Audit Act. He has audited Federal grants from various agencies, including Special Education, National School Lunch, Title I, Department of Education grants and others.

Andrew’s recent continuing professional education:

The following is a list of Andrew’s clients:

GAGAS - Ethical Principles In Government Auditing Government Auditing GAGAS - Field Work and Reporting Standards Major Changes to Auditing Standards GAGAS - Field Work Standards For Financial Audits Limiting Auditor Liability GAGAS - General Field Work And Reporting Standards Auditor Communications: Critical New Requirements GAGAS - General Standards School Districts Conference
GAGAS - Reporting Standards For Financial Audits Governmental Accounting, Reporting, and Auditing Update GAGAS - Use and Application of GAGAS GASB Basic Financial Statements for State and Local Governments Description of Program/Training
Cities and Towns Special Districts School Districts/COE's Nonprofits and Other City of Oroville Bay Area Water Supply Conservation Agency Jefferson Union High School District Peninsula Conflict Resolution Center City of Pacific Grove Castro Valley Sanitary District John Swett Unified School District Redwood City Education Foundation City of Point Arena El Dorado Hills Community Services District Las Lomitas School District San Mateo County Exposition and Fair Association City of Rocklin Lake Canyon Community Services District Lassen View Union Elementary School District Sonoma Valley Hospital Foundation City of Saratoga Midpeninsula Regional Open Space District Los Altos School District The Moca Foundation City of Suisun City Purissima Hills Water District Luther Burbank School District The San Jose Library Foundation Town of Yountville Ross Valley Sanitary District Menlo Park City School District Santa Clara County Regional Open Space Auth Millbrae School District Sausalito-Marin City Sanitation District Mountain View Whisman School District Stege Sanitary District Napa Valley Unified School District Silicon Valley Clean Water Orchard School District
South San Fancisco Conference Center Pacifica School District The Cities' Group Red Bluff Joint Union High School District Valley of the Moon Fire District Red Bluff Union Elementary School District West Bay Sanitary District Roseland Elementary School District West Valley Sanitation District San Bruno Park School District Westborough Water District San Carlos School District
San Lorenzo Valley Unified School District
San Mateo Foster City School District
San Rafael City Schools
Santa Rosa City Schools
Woodside Elementary
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Matthew Ojeda
Senior Auditor
Matthew graduated from the San Jose State University, with a B.S. in Accounting. Starting in public accounting in 2014, he has successfully completed seven seasons of governmental auditing. Matthew has performed tests of controls, substantive tests, state compliance testing and Federal compliance testing for various special districts and school districts. Besides the standard control documentation and substantive testing required for GAAS audits, Matthew has performed audits and prepared reports under OMB Subpart F and the Single Audit Act. He has audited Federal grants from various agencies, including Special Education, National School Lunch, Title I, Department of Education grants and others.

Matthew’s recent continuing professional education:

The following is a list of Matthew’s clients over the years:

GAGAS - Ethical Principles In Government Auditing Government Auditing GAGAS - Field Work and Reporting Standards Major Changes to Auditing Standards GAGAS - Field Work Standards For Financial Audits Limiting Auditor Liability GAGAS - General Field Work And Reporting Standards Auditor Communications: Critical New Requirements GAGAS - General Standards School Districts Conference
GAGAS - Reporting Standards For Financial Audits Governmental Accounting, Reporting, and Auditing Update GAGAS - Use and Application of GAGAS GASB Basic Financial Statements for State and Local Governments Description of Program/Training
Cities and Towns Special Districts School Districts/COE's Nonprofits and Other City of Del Rey Oaks Castro Valley Sanitary District Antelope Elementary Boys and Girls Club of Central Sonoma County City of Oroville Central Marin Sanitation Agency Burlingame Boys and Girls Clubs of Sonoma Valley City of Pacific Grove Fairfield-Suisan Sanitation District Cabrillo Unified Credo High School City of Point Arena Midpen Regional Open Space Auth Cotati Rohnert Park Diagnostics for the Real World City of Rocklin Oro Loma Sanitary District Golden Valley Unified Mission Language and Vocational School City of Saratoga Santa Clara Regional Open Space Auth Hillsborough City Morgan Hill Charter Foundation City of Suisun City Saratoga Cemetery District Las Lomitas Elementary Morgan Hill Charter School Town of Los Gatos Sausalito-Marin City Sanitation District Lassen View Elementary Orange County Charter School Silicon Valley Clean Water Los Altos Elementary Organic Farming Research Foundation The Cities Group Luther Burbank Proheatlh Homecare
West Valley Sanitation District Millbrae Elementary Redwood City Education Foundation Mission Preparatory School San Jose Conservation Charter Mountain View Whisman San Jose Conservation Corps
Napa Valley Unified San Mateo County Exposition Fair Association Orchard Sociometrics
Pacifica Work2future Foundation
Palo Alto Unified
Portola Valley Elementary
Red Bluff
Roseland Charter
Roseland Elementary
San Bruno Park
San Carlos Elementary
San Lorenzo Valley Unified
San Mateo County Office
San Mateo Foster City
Santa Rosa City School
Scotts Valley Unfied
Sequoia Union High
Sonoma Valley Unified
Soquel Elementary
South San Francisco Unified
Union School District
Woodside Elementary
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Professional Education and Training
Our professionals complete 80 hours of continuing professional education every two years in auditing and accounting which includes at least 80 hours of governmental auditing and accounting training specific to local governments. We use a combination of in-house seminars, self-study and outside seminars sponsored by AICPA, GFOA, the California Education Foundation and other recognized groups.

All assigned staff meet the educational requirements for Governmental engagements as specified by the California Board of Accountancy, Federal General Accounting Office, Governmental Accounting Standards Board, and the AICPA as appropriate.
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Attachments
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REPORT ON THE FIRM’S SYSTEM OF QUALITY CONTROL
June 18, 2021
To the Partners of Chavan & Associates, LLP
and the Peer Review Committee
of the California Society of Certified Public Accountants We have reviewed the system of quality control for the accounting and auditing practice of Chavan & Associates, LLP in effect for the year ended December 31, 2019. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants (Standards).

A summary of the nature, objectives, scope, limitations of, and the procedures performed in a System Review as described in the Standards may be found at www.aicpa.org/prsummary. The summary also includes an explanation of how engagements are identified as not having been performed or reported in conformity with applicable professional standards, if any, are evaluated by a peer reviewer to determine a peer review rating.

Firm’s Responsibility
The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. The firm is also responsible for evaluating actions to promptly remediate engagements deemed as not performed or reported in conformity with professional standards, when appropriate, and for remediating weaknesses in its system of quality control, if any.

Peer Reviewer’s Responsibility
Our responsibility is to express an opinion on the design of the system of quality control and the firm’s compliance therewith based on our review.

Required Selections and Considerations
Engagements selected for review included engagements performed under Government Auditing Standards including compliance audits under the Single Audit Act.

As a part of our peer review, we considered reviews by regulatory entities as communicated by the firm, if applicable, in determining the nature and extent of our procedures. 200 E. Sandpointe Ave., Suite 600, Santa Ana, California 92707 Tel: 949-777-8800 • Fax: 949-777-8850
www.pungroup.cpa
Attachment A
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To the Partners of Chavan & Associates, LLP
and the Peer Review Committee
of the California Society of Certified Public Accountants

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Cotati City CouncilSeptember 10, 2024

Cotati City Council
September 10, 2024