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, July 28, 2026
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.gov. For questions about the agenda or to receive the City Council agenda by e-mail, contact the 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://www.youtube.com/@cityofcotati7280/streams
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/86323584324?pwd=XlDKlMHvxuFbh7VD1Fb4lEpPvbdzVH.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: 863 2358 4324 Passcode: 671718
+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 in writing and included as part of the record of the meeting. They will not be read aloud into the record at 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, in accordance with the City Council Rules of Conduct.
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.gov and in the City Manager’s office located at 201 West Sierra Avenue, Cotati, California, during the City’s posted business hours.
Accommodations: Upon request, this agenda will be made available in appropriate formats to persons with disabilities as required by Section Cotati City Council Agenda July 28, 2026
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 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.
• Audience members are advised to keep conversations to a minimum or conduct them outside the building. • Members of the public are prohibited from speaking, yelling, or otherwise making loud noises from the audience that disrupt the orderly proceeding of the meeting.
• 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.
Public Comment: Public comment on any one agenda item is limited to no more than three (3) minutes per person, in accordance with the City Council Rules of Conduct.
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).
Announcements:
A. Meeting Orientation for New Attendees/Viewers. In conformance with the Brown Act and the adopted City Council Rules, if the City Council is considering an item in which action will be taken, citizens will be invited to provide comments relevant to the item being discussed.
The meeting agenda also includes a Citizen Business item, which is the designated place on the agenda where citizens have the right to comment on any matter within the City’s subject matter jurisdiction. However, Citizen Business items do not generally receive a response because the Brown Act prohibits the City Council from taking action or considering any item that is not on this agenda, so as to ensure that other members of the community who wish to provide comment are notified in advance through a properly noticed meeting agenda. Nonetheless, in accordance with the Brown Act, the Council may briefly respond, may ask a question for clarification, or may direct an item be placed on a future agenda.
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.gov.
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.gov, under the “How do I” link at the top of the homepage.
D. Have you noticed a street light out, pothole, or issues in a City Park? We want to keep Cotati beautiful and running smoothly, so please let us know what needs to be fixed, by going to the City website under “How do I” and “Report a Service Request.” E. 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 nonemergency 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.
City Council meetings are conducted according to City Council Policy 2025-03: City Council Rules of Conduct. This policy available for inspection in the online Meeting Portal at www.cotaticity.gov 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.
COUNCILMEMBER PARTICIPATION VIA TELECONFERENCE
Vice Mayor Susan Harvey will participate via teleconference at 40 Cedar Ln, Sierra City, CA, 96125, pursuant to Government Code Section 54953(b). Members of the public may attend and participate at either the Council Chambers or via teleconference from the location referenced above. The agenda shall be posted at both locations.
1. CALL TO ORDER - ROLL CALL
2. APPROVAL OF MINUTES AND NOTICE OF WAIVING OF READING OF ALL
RESOLUTIONS AND ORDINANCES INTRODUCED AND/OR ADOPTED UNDER THIS Cotati City Council Agenda July 28, 2026
AGENDA (ACTION)
A. COTATI CITY COUNCIL – REGULAR MEETING – JUNE 23, 2026
3. AGENDA REVIEW (ACTION)
4. 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 2025-03, 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 timer indicator lights will display yellow when there are thirty seconds remaining, and red when time has expired.
5. CONSENT CALENDAR (ACTION)
A. RESOLUTION AUTHORIZING CALIFORNIA HIGHWAY PATROL GRANT It is recommended that the City Council by motion authorize the City Manager and Chief of Police to adopt a resolution authorizing the acceptance of grant funding from the California Highway Patrol to fund the education, prevention, equipment, and enforcement of laws related to driving under the influence (DUI).
B. READOPTION OF THE CITY-WIDE SALARY SCHEDULE FOR FISCAL YEAR 2026/27 TO CORRECT TYPOGRAPHICAL ERROR
It is recommended the City council adopt resolutions to; (1) Readopt the City's Salary Schedule for fiscal year 2026/27 to correct a typographical error identified in the salary rate for the Police Lieutenant position; and (2) Approve the attached Side Letter Agreement between the City of Cotati and the Cotati Employees Association (CEA) amending Section 9.01(A) of the 2026– 2031 Memorandum of Understanding regarding retirement benefits for Classic Members – Tier
1. C. AXON ENTERPRISE CONTRACT
It is recommended that the City Council approve a resolution authorizing a five-year contract with Axon Enterprise, Inc. for equipment and services for the Cotati Police Department, extending the existing services Axon is currently providing the Department.
D. APPROVAL OF 2026 DANNFEST MUSIC FESTIVAL EVENT IN LA PLAZA PARK It is recommended that the City Council adopt a resolution approving the 2026 DannFest Music Festival event in La Plaza Park, authorizing the sales of beer and wine, subject to the attached conditions of approval.
6. DIRECTION ON FUTURE AGENDA ITEMS
7. REGULAR AGENDA (ACTION)
A. AMENDMENT TO THE SONOMA COUNTY WASTE MANAGEMENT AUTHORITY
JOINT POWERS AGREEMENT FOR DEVELOPMENT OF THE NEW HOUSEHOLD
HAZARDOUS WASTE FACILITY AND AMENDMENT TO THE CENTRAL
DISPOSAL SITE AND FORMER LANDFILLS SETTLEMENT AGREEMENT It is recommended that the City Council adopt a resolution approving (1) the First Amendment to the Amended and Restated Joint Exercise of Powers Agreement for the Sonoma County Waste Management Agency and (2) the First Amendment to the Central Disposal Site and Former Landfills Settlement Agreement; and authorizing execution of these amendments in Cotati City Council Agenda July 28, 2026
substantially the attached forms, with minor, non-substantive revisions as may be approved by the City Attorney to permit development of a new household hazardous waste (HHW) facility.
B. FREEWAY ORIENTED DEVELOPMENT ZONING OVERLAY
It is recommended that the City Council:
1. Consider establishing a Freeway Oriented Development (FOD) Overlay District applicable to properties located in proximity to U.S. 101, with an initial focus on the industrial district west of the freeway; and
2. Direct staff to initiate the necessary zoning code amendments to implement the overlay district consistent with the direction of the Planning Commission and City Council.
8. LAND ACKNOWLEDGMENT & PLEDGE OF ALLEGIANCE
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 millenia. 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.
9. CITY MANAGER'S REPORT & COUNCILMEMBER REPORTS
10. INFORMATION RECEIVED AFTER THE AGENDA WAS POSTED
11. 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 July 24, 2026. /s/ Kevin Patterson, 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, June 23, 2026
6:00 PM REGULAR MEETING
1. CALL TO ORDER - ROLL CALL
Mayor Lemus called the meeting to order at 6:00pm. Vice Mayor Harvey participated in the meeting remotely, as noticed on the meeting agenda and permitted under Government Code Section 54953(b).
Attendee Name Title Status
Sylvia Lemus Mayor Present
Susan Harvey Vice Mayor Remote
Ben Ford Councilmember Present
Laura Sparks Councilmember Present
John Savage Councilmember Present
Staff Present: City Manager Damien O’Bid, City Attorney John Bakker, 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
2. 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 – JUNE 9, 2026 No public comment.
RESULT: Approve [5 TO 0]
MOVER: Ben Ford, Councilmember
SECONDER: John Savage, Councilmember
AYES: Lemus, Harvey, Ford, Sparks, Savage
3. PROCLAMATIONS (ACTION)
A. PROCLAIMING THE MONTH OF JULY 2026 AT PARKS MAKE LIFE BETTER MONTH
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Proclamation was read by Mayor Lemus. Proclamation was accepted by Ashley Wilson, Recreation Manager for the City of Cotati.
Public Comment:
Cactus Pete
4. AGENDA REVIEW (ACTION)
City Manager O’Bid recommended to move items 9A and 9B to immediately follow item 4. There being no objection from the Council, the items were moved.
No public comment.
9A. RESOLUTION OF INTENTION TO FORM AN ENHANCED INFRASTRUCTURE FINANCING DISTRICT (EIFD); ESTABLISH THE COTATI EIFD PUBLIC FINANCE
AUTHORITY
This item was moved during agenda review.
Presentation by City Manager Damien O’Bid, and Richard Kerrigan and Joseph Dieguez of Kosmont & Associates.
Councilmembers discuss.
No public comment.
RESULT: Adopt [5 TO 0]
MOVER: Ben Ford, Councilmember
SECONDER: Laura Sparks, Councilmember
AYES: Lemus, Harvey, Ford, Sparks, Savage
9B. COTATI EMPLOYEE ASSOCIATION (CEA) MEMORANDUM OF
UNDERSTANDING
This item was moved during agenda review.
Presentation by City Manager Damien O’Bid.
Councilmembers discuss.
No public comment.
RESULT: Adopt [5 TO 0]
MOVER: Laura Sparks, Councilmember
SECONDER: John Savage, Councilmember
AYES: Lemus, Harvey, Ford, Sparks, Savage 6 of 270
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5. 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 2025-03, 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 timer indicator lights will display yellow when there are thirty seconds remaining, and red when time has expired.
Public Comment:
Laurie Alderman of Cotati
Eric Parker of Cotati
6. CONSENT CALENDAR (ACTION)
A. ADOPTION OF THE CITY-WIDE SALARY SCHEDULE FOR FISCAL YEAR 2026/27 B. COOPERATIVE FUNDING AGREEMENT, REDWOOD DRIVE CLASS IV BIKE
LANE DEMONSTRATION PROJECT AND ADA TRANSITION PLAN
C. CONSIDER ACCEPTANCE OF THE PUTNAM PARK PHASE 1 IMPROVEMENTS
PROJECT
D. AUTHORIZATION TO PURCHASE REPLACEMENT INFORMATION
TECHNOLOGY INFRASTRUCTURE SYSTEMS
E. APPROVAL OF ANNUAL STORM WATER SUPPORT SERVICES AGREEMENT RESULT: Adopt [5 TO 0]
MOVER: Ben Ford, Councilmember
SECONDER: Laura Sparks, Councilmember
AYES: Lemus, Harvey, Ford, Sparks, Savage
7. DIRECTION OF FUTURE AGENDA ITEMS
Vice Mayor Harvey requested a future agenda item on approving changes to the Groundwater Sustainability Agency JPA.
8. PUBLIC HEARINGS (ACTION)
A. RESOLUTION TO APPROVE THE ENGINEER'S REPORT, CONFIRM THE
ASSESSMENT DIAGRAM AND ANNUAL ASSESSMENT AMOUNTS, AND LEVYING
AND COLLECTION OF THE ANNUAL ASSESSMENTS FOR THE COTATI
LANDSCAPING AND LIGHTING ASSESSMENT DISTRICT FOR FISCAL YEAR 2026-27
Before the presentation of this item, Councilmember Savage announced that he would recuse himself, due to owning property within an LLAD.
Presentation by Director of Public Works/City Engineer Craig Scott.
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No public comment.
RESULT: Adopt [4 TO 0]
MOVER: Laura Sparks, Councilmember
SECONDER: Ben Ford, Councilmember
AYES: Lemus, Harvey, Ford, Sparks
RECUSED: Savage
B. PUBLIC HEARING TO CONSIDER OBJECTIONS TO THE OUTSTANDING
BACKFLOW TESTING CHARGES AND LEVYING OF ASSESSMENTS FOR FISCAL YEAR 2026-27
Presentation by Director of Public Works/City Engineer Craig Scott.
Councilmembers discuss.
No public comment.
RESULT: Adopt [5 TO 0]
MOVER: Ben Ford, Councilmember
SECONDER: John Savage, Councilmember
AYES: Lemus, Harvey, Ford, Sparks, Savage
9. REGULAR AGENDA (ACTION)
C. JOINING COALITION TO SUPPORT TORT REFORM
Presentation by City Manager Damien O’Bid.
Councilmembers discuss.
Public Comment:
Laurie Alderman of Cotati
RESULT: Approve [5 TO 0]
MOVER: Laura Sparks, Councilmember
SECONDER: Ben Ford, Councilmember
AYES: Lemus, Harvey, Ford, Sparks, Savage
D. FINANCIAL POLICIES UPDATE
Presentation by Director of Administrative Services Angela Courter.
Councilmembers discuss.
No public comment.
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RESULT: Adopt [5 TO 0]
MOVER: Ben Ford, Councilmember
SECONDER: Laura Sparks, Councilmember
AYES: Lemus, Harvey, Ford, Sparks, Savage
10. 11.
LAND ACKNOWLEDGMENT & PLEDGE OF ALLIGIANCE
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 millenia. 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.
CITY MANAGER'S REPORT & COUNCILMEMBER REPORTS
Report by City Manager Damien O’Bid.
Councilmembers report out on local and regional events and meetings.
12. A.
B.
13. CLOSED SESSION
CONFERENCE WITH LEGAL COUNSEL--EXISTING LITIGATION
(CALIFORNIA GOVERNMENT CODE SECTION 54956.9(d)(1))
NAME OF CASE: GEORGE BARICH V. CITY OF COTATI, DAMIEN O'BID AND DOES 1-10, INCLUSIVE, CASE NO. 3:26-CV-4944
CONFERENCE WITH LEGAL COUNSEL--ANTICIPATED LITIGATION,
SIGNIFICANT EXPOSURE TO LITIGATION PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 54956.9(D)(2): 1 CASE
Mayor Lemus announced the closed session topics.
Public Comment:
Laurie Alderman of Cotati
Council adjourned to closed session at 8:11pm.
Council returned from closed session at 9:40pm. Mayor Lemus announced that there was nothing to report out of closed session.
INFORMATION RECEIVED AFTER THE AGENDA WAS POSTED
14. ADJOURNMENT
Mayor Lemus adjourned the meeting at 9:41pm.
/s/ Kevin Patterson, City Clerk 9 of 270
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Agenda Staff Report
Item type: CONCENT CALENDAR (ACTION)
To: Cotati City Council
Subject: RESOLUTION AUTHORIZING CALIFORNIA HIGHWAY
PATROL GRANT
Date: July 28, 2026
Written by: Chris Simmons, Chief of Police
Recommendation
It is recommended that the City Council adopt a resolution authorizing the acceptance of grant funding from the California Highway Patrol to fund the education, equipment, prevention, and enforcement of laws related to driving under the influence (DUI).
Background
The Cotati Police Department continues to need to train newer officers in all areas of traffic safety. It is our goal to stay ahead of DUI statistics by increasing enforcement, increasing training for officers, and purchasing new equipment to assist them. However, these additional efforts add to the cost of City services. On July 3, 2026, the City received a Grant Agreement with the California Highway Patrol (CHP) conditionally awarding grant funding for the grant period of July 1, 2026, through June 30, 2027, in an amount not to exceed $141,493.59 Analysis/Discussion
The Cotati Police Department has always been committed to traffic safety and DUI/DUID Enforcement. Having a dedicated traffic unit and better trained officers has played a key role in that commitment. We have also committed to traffic safety by self-funding extra patrols and assisting other agencies with DUI Checkpoints. Utilizing grant funding to increase training, equipment, and patrols will assisting these efforts. City staff applied for and were awarded grant funding to purchase a combination of new equipment such as the SoToxa device, a DUI Command Vehicle, and reimbursement of staffing time and travel costs related to enhanced training to assist us in these efforts.
The proposed expenditures under this grant include the following:
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• SoToxa Drug Testing Device - $6,237.46;
• Personnel Costs - $37,665.90 (including training and travel); • DUI Traffic Unit Command Vehicle - $97,590.23 (purchase of a 2026 Ford Police Interceptor hybrid Utility Vehicle with upfitting);
Per the grant agreement and in line with the City’s Grant Management Policy, this grant must be formally accepted by the City Council to accept the funds from the State of California. Upon acceptance, staff will set up the requisite accounts and document management for proper reporting and tracking.
Financial Considerations
The resolution provided for council approval will authorize the establishment of the proper accounts and correlating budget dollars for the grant revenues and expenses within the Grant Fund. There is no direct impact on City funds anticipated with this action; however, there will be additional time required for administration of the grant which is not subject to reimbursement.
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 reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.
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RESOLUTION NO. 2026-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COTATI
AUTHORIZING THE ACCEPTANCE OF GRANT FUNDING FROM THE
CALIFORNIA HIGHWAY PATROL FOR THE FEDERAL FISCAL YEAR
2026/27 LAW ENFORCEMENT GRANT PROGRAM
WHEREAS, the California Highway Patrol (CHP) administers Law Enforcement Grants providing financial assistance to allied agencies for the education , prevention , and enforcement of laws related to driving under the influence (DUI) of alcohol and other drugs, including cannabis and cannabis products; and
WHEREAS, the intent of the CHP Law Enforcement Grant Program is to educate the public about the dangers of impaired driving, enforce impaired driving laws, and improve the effectiveness of local law enforcement agencies through training and development of new strategies; and
WHEREAS, the City of Cotati has been awarded grant funding from the California Highway Patrol under Grant Award Number 30936 for the grant period of July 1, 2026, through June 30, 2027, in an amount not to exceed $141,493.59; and WHEREAS, the proposed expenditures under this grant include the following:
0 SoToxa Drug Testing Device - $6,237.46;
0 Personnel Costs -$37,665.90 (including training and travel); 0 DUI Traffic Unit Command Vehicle -$97,590.23 (purchase of a 2026 Ford Police Interceptor hybrid Utility Vehicle with upfitting); NOW THEREFORE BE IT RESOLVED, by the City Council of the City of Cotati as follows:
1. The City Council hereby authorizes the City Manager or their designee to accept grant funding from the California Highway Patrol under Award Number 30936 for the period July 1, 2026 , through June 30, 2027, in an amount not to exceed $141,493.59.
2. The City Council further authorizes the City Manager or their designee to execute any and all documents necessary to accept the grant and to implement the grant program in accordance with the grant requirements, including but not limited to agreements, certifications , and payment requests.
3. The City Council authorizes the Administrative Services Director to establish appropriate revenue and expenditure budget accounts to reflect the grant award and anticipated grant- related expenditures.
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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 July 28, 2026 , by the following vote, to wit:
RESULT
MOVER
SECONDER
AYES
Approved:___________________________
Mayor
Attest:______________________________
Kevin Patterson, City Clerk
Approved as to form:______________________________
City Attorney
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State of California-Transportation Agency GAVIN NEWSOM, Governor
DEPARTMENT OF CALIFORNIA HIGHWAY PATROL
Safety, Service, and Security An Internationally Accredited Agency 601 North 7th Street
Sacramento, CA 95811
(916) 843-4360
(800) 735-2929 (TT/TDD)
(800) 735-2922 (Voice)
June 30, 2026
File No.: 060.17344.19741
Sergeant Tyler Wardle
Cotati Police Department
203 West Sierra Avenue
Cotati, CA 94931
Dear Sergeant Wardle:
On behalf of the California Highway Patrol (CHP), it is my pleasure to inform you, the Cotati Police Department, is conditionally approved for Cannabis Tax Fund Grant Program (CTFGP) funding in the amount of $141,493.59. The purpose of this grant funding is to help your agency reduce and mitigate the impacts of impaired driving in your community.
All grant awards, including any adjustments to requested funding, were made by the Department based on the merits of the Grant Application, scale of operation, and in accordance with the Request for Application (RFA) requirements and associated regulations.
The official Grant Agreement for signature is forthcoming. In order to execute your Grant Agreement, please provide documentation from a local governing body, authorizing your organization to receive this grant funding, to the Cannabis Grants Unit, by email at [email protected], as soon as possible.
Refer to California Code of Regulations Title 13, Division 2, Chapter 13, Section 1890.13(g) for additional information.
The CHP looks forward to partnering with you and your agency on this project in an effort to make California’s roadways a safer place to travel. If you have any questions, please feel free to contact the Cannabis Grants Unit at (916) 843-4360.
Sincerely,
For/
M. W. HEADRICK, Chief
Enforcement and Planning Division
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State of California
DEPARTMENT OF CALIFORNIA HIGHWAY PATROL
GRANT AGREEMENT - Page 1
Award Number
30936
1. GRANT TITLE
FY26/27 CTFGP Law Enforcement - Cotati Police Department
2. NAME OF ORGANIZATION/AGENCY
Cotati Police Department
3. ORGANIZATION/AGENCY SECTION TO ADMINISTER GRANT
Cotati Police Department
4. PROJECT PERFORMANCE PERIOD
From: 07/01/2026 To: 06/30/2027
5. PURCHASE ORDER NUMBER
6. GRANT OPPORTUNITY INFORMATION DESCRIPTION
Law Enforcement grants provide financial assistance to allied agencies for the education, prevention, and the enforcement of laws related to driving under the influence of alcohol and other drugs, including cannabis and cannabis products.
The intent of the program is to educate the public regarding the dangers of impaired driving, enforce impaired driving laws on the roadway, and improve the Organization/Agency’s effectiveness through training and development of new strategies.
7. FUNDS ALLOCATED UNDER THIS GRANT AGREEMENT SHALL NOT EXCEED $141,493.59
8. TERMS AND CONDITIONS
The Grantee agrees to complete the Project, as described in the Project Description. The Grantee’s Grant Application, and the California Code of Regulations, Title 13, Division 2, Chapter 13, Sections 1890.00-1890.27, are hereby incorporated into this Grant Agreement by reference.
The parties hereto agree to comply with the Terms and Conditions of the following attachments:
• Schedule A – Project Description, Problem Statement, Goals and Objectives, and Method of Procedure • Schedule B – Detailed Budget Estimate
• Schedule B-1 – Budget Narrative
We, the officials named below, hereby swear, under penalty of perjury under the laws of the State of California, that we are duly authorized to legally bind the Grant recipient to the above-described Grant Terms and Conditions.
IN WITNESS WHEREOF, this Grant Agreement is executed by the parties hereto.
9. APPROVAL SIGNATURES
A. AUTHORIZED OFFICIAL OF ORGANIZATION/AGENCY B. AUTHORIZED OFFICIAL OF CHP Name: Elliotte Johnson Phone: (916) 843-4360
Title: Captain Fax: (916) 322-3169
Address: 601 North 7th Street
Sacramento, CA 95811
E-Mail: [email protected]
(Signature) (Date)
Name: Chris Simmons
Title: Chief of Police
Phone: (707) 665-3601
Address: 203 West Sierra Avenue
Cotati, CA 94931
E-Mail: [email protected]
(Signature) (Date)
C. ACCOUNTING OFFICER OF CHP
Name: M. V. Fojas Phone: (916) 843-3531
Title: Commander Fax: (916) 322-3159
Address: 601 North 7th Street
Sacramento, CA 95811
E-Mail: [email protected]
(Signature) (Date)
10. AUTHORIZED FINANCIAL CONTACT TO RECEIVE
REIMBURSEMENT PAYMENTS
Name: Neil Tomlinson
Title: Senior Accountant
Phone: (707) 665-3601
Address: 201 West Sierra Avenue
Cotati, CA 94931
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TERMS AND CONDITIONS
Grantee shall comply with the California Code of Regulations, Title 13, Division 2, Chapter 13 Section 1890, et seq. and all other Terms and Conditions noted in this Grant Agreement. Failure by the Grantee to comply may result in the termination of this Grant Agreement by the California Highway Patrol (hereafter referred to as State). The State will have no obligation to reimburse the Grantee for any additional costs once the Grant Agreement has been terminated.
A. EXECUTION
1. The State (the California Highway Patrol) hereby awards, to the Grantee, the sum of money stated on page one of this Grant Agreement. This funding is awarded to the Grantee to carry out the Project set forth in the Project Description and the terms and conditions set forth in this Grant Agreement.
2. The funding for this Grant Agreement is allocated pursuant to California Revenue and Taxation Code Section 34019(f)(3)(B). The Grantee agrees that the State’s obligation to pay any sum under this Grant Agreement is contingent upon availability of funds disbursed from the California Cannabis Tax Fund to the State. If there is insufficient funding, the State shall have the option to either: 1) terminate this Grant Agreement; whereby, no party shall have any further obligations or liabilities under this Grant Agreement, or 2) negotiate a Grant Agreement Amendment to reduce the grant award and scope of work to be provided under this Grant Agreement.
3. The Grantee is not to commence or proceed with any work in advance of receiving notice that the Grant Agreement is approved. Any work performed by the Grantee in advance of the date of approval by the State shall be deemed volunteer work and will not be reimbursed by the State.
4. The Grantee agrees to provide any additional funding, beyond what the State has agreed to provide, pursuant to this Grant Agreement, and necessary to complete or carry out the Project, as described in this Grant Agreement. Any modification or alteration of this Grant Agreement, as set forth in the Grant Application submitted by the Grantee and on file with the State, must be submitted in writing thirty (30) calendar days in advance to the State for approval.
5. The Grantee agrees to complete the Project within the timeframe indicated in the Project Performance Period, which is on page one of this Grant Agreement.
B. PROJECT ADMINISTRATION
1. The Grantee shall submit all reimbursements, progress, performance, and/or other required reports concerning the status of work performed in furtherance of this Grant Agreement on a quarterly basis, or as requested by the State.
2. The Grantee shall provide the State with a final report showing all Project expenditures, which includes all State and any other Project funding expended, within sixty (60) calendar days after completion of this Grant Agreement.
3. The Grantee shall ensure all equipment which is purchased, maintained, operated, and/or developed is available for inspection by the State.
4. Equipment purchased through this Grant Agreement shall be used for the education, prevention, and enforcement of impaired driving laws, unless the Grantee is funding a portion of the purchased price not dedicated to impaired driving and that portion is not part of the Project costs.
Equipment purchased under this Grant Agreement must only be used for approved Projectrelated purposes, unless otherwise approved by the State in writing.
5. Prior to disposition of equipment acquired under this Grant Agreement, the Grantee shall notify the State via e-mail, and by telephone, by calling the California Highway Patrol, Impaired Driving Section, Cannabis Grants Unit at (916) 843-4360. 16 of 270
TERMS AND CONDITIONS
C. PROJECT TERMINATION
1. Grantee or the State may terminate this Grant Agreement at any time prior to the commencement of the Project. Once the Project has commenced, this Grant Agreement may only be terminated if the party withdrawing provides thirty (30) calendar days written notice of their intent to withdraw.
a. If by reason of force majeure the performance hereunder is delayed or prevented, then the term end date may be extended by mutual consent for the same amount of time of such delay or prevention. The term “force majeure” shall mean any fire, flood, earthquake, or public disaster, strike, labor dispute or unrest, embargo, riot, war, insurrection or civil unrest, any act of God, any act of legally constituted authority, or any other cause beyond the Grantee’s control which would excuse the Grantee’s performance as a matter of law. b. Grantee agrees to provide written notice of an event of force majeure under this Grant Agreement within ten (10) calendar days of the commencement of such event, and within ten (10) calendar days after the termination of such event, unless the force majeure prohibits Grantee from reasonably giving notice within this period. Grantee will give such notice at the earliest possible time following the event of force majeure.
2. Any violations of law committed by the Grantee, misrepresentations of Project information by the Grantee to the State, submission of falsified documents by the Grantee to the State, or failure to provide records by the Grantee to the State when requested for audit or site visit purposes may be cause for termination. If the Project is terminated for the reasons described in this paragraph, the State will have no obligation to reimburse the Grantee for any additional costs once the Grant Agreement has been terminated.
3. The State may terminate this Grant Agreement and be relieved of any payments should the Grantee fail to perform the requirements of this Grant Agreement at the time and in the manner herein provided. Furthermore, the Grantee, upon termination, shall return grant funds not expended by the Grantee as of the date of termination.
4. If this Grant Agreement is terminated, the State may choose to exclude the Grantee from future Grant Opportunities.
D. FINANCIAL RECORDS
1. The Grantee agrees the State, or their designated representative, shall have the right to review and to copy all records and supporting documentation pertaining to the performance of this Grant Agreement. Grantee agrees to maintain such records for possible audit for a minimum of five (5) years after final payment, unless a longer period of records retention is stipulated or required by law. Grantee agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Furthermore, the Grantee agrees to include a similar right for the State to audit all records and interview staff in any subcontract related to performance of this Grant Agreement.
E. HOLD HARMLESS
1. The Grantee agrees to indemnify, defend, and save harmless the State, its officials, agents and employees from any and all claims and losses accruing or resulting to any and all Grantee’s staff, contractors, subcontractors, suppliers, and other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Grant Agreement, and from any and all claims and losses accruing or resulting to any person, agency, firm, corporation who may be injured or damaged by the Grantee in performance of this Grant Agreement.
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TERMS AND CONDITIONS
F. NONDISCRIMINATION
1. The Grantee agrees to comply with State and federal laws outlawing discrimination, including, but not limited to, those prohibiting discrimination because of sex, race, color, ancestry, religion, creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (including cancer or genetic characteristics), sexual orientation, political affiliation, position in a labor dispute, age, marital status, and denial of statutorily-required employmentrelated leave. (GC 12990 [a-f] and CCR, Title 2, Section 8103.) G. AMERICANS WITH DISABILITIES ACT
1. The Grantee assures the State it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.) H. DRUG-FREE WORKPLACE
1. The Grantee shall comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
i. The dangers of drug abuse in the workplace.
ii. The person's or Organization/Agency's policy of maintaining a drug-free workplace. iii. Any available counseling, rehabilitation, and employee assistance programs. iv. Penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the Project will:
i. Receive a copy of the company's drug-free workplace policy statement. ii. Agree to abide by the terms of the company's statement as a condition of employment on the Grant Agreement.
2. Failure to comply with these requirements may result in suspension of payments under this Grant Agreement, or termination of this Grant Agreement, or both, and Grantee may be ineligible for award of any future Grant Agreements if the department determines that any of the following has occurred:
a. The Grantee has made false certification or violated the certification by failing to carry out the requirements, as noted above. (GC 8350 et seq.)
I. LAW ENFORCEMENT AGENCIES
1. All law enforcement Organization/Agency Grantees shall comply with California law regarding racial profiling. Specifically, law enforcement Organization/Agency Grantees shall not engage in the act of racial profiling, as defined in California Penal Code Section 13519.4. 18 of 270
TERMS AND CONDITIONS
J. LABOR CODE/WORKERS' COMPENSATION
1. The Grantee is advised and made aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Grantee affirms to comply with such provisions before commencing the performance of the work of this Grant Agreement, (refer to Labor Code Section 3700).
K. GRANT APPLICATION INCORPORATION
1. The Grantee agrees the Grant Application and any subsequent changes or additions approved or required by the State is hereby incorporated into this Grant Agreement.
L. STATE LOBBYING
1. The Grantee is advised that none of the funds provided under this Grant Agreement may be used for any activity specifically designed to urge or influence a state or local legislator to favor or oppose the adoption of any specific legislative proposal pending before any state or local legislative body. Such activities include both direct and indirect (e.g., “grassroots”) lobbying activities, with one exception. This does not preclude a state official, whose salary is supported by this Grant Agreement, from engaging in direct communications with the state or local legislative officials, in accordance with customary state and/or local practice.
M. REPRESENTATION AND WARRANTIES
1. The Grantee represents and warrants that:
a. It is validly existing and in good standing under the laws of the State of California, has, or will have the requisite power, authority, licenses, permits, and the like necessary to carry on its business as it is now being conducted and as contemplated in this Grant Agreement, and will, at all times, lawfully conduct its business in compliance with all applicable federal, state, and local laws, regulations, and rules.
b. It is not a party to any Grant Agreement, written or oral, creating obligations that would prevent it from entering into this Grant Agreement or satisfying the terms herein. c. If the Grantee is a Nonprofit Organization/Agency, it will maintain its “Active” status with the California Secretary of State, maintain its “Current” status with the California Attorney General’s Registry of Charitable Trusts, and maintain its federal and State of California taxexempt status. If the Grantee subcontracts with a Nonprofit as part of this Grant Agreement, the Grantee shall ensure the Nonprofit will maintain its “Active” status with the California Secretary of State, maintain its “Current” status with the California Attorney General’s Registry of Charitable Trusts, and maintain its federal and State of California tax-exempt status.
d. All of the information in its Grant Application and all materials submitted are true and accurate.
N. AIR OR WATER POLLUTION VIOLATION
1. Under the state laws, the Grantee shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution. 19 of 270
TERMS AND CONDITIONS
O. GRANTEE NAME CHANGE
1. Grantee agrees to immediately inform the State, in writing, of any changes to the name of the person within the Organization/Agency with delegated signing authority.
2. An Amendment is required to change the Grantee's name, as listed on this Grant Agreement. Upon receipt of legal documentation of the name change, the State will process the Amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said Amendment.
P. RESOLUTION
1. A county, city, district, or other local public body shall provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body, which by law, has authority to enter into a Grant Agreement, authorizing execution of the Grant Agreement.
Q. PAYEE DATA RECORD FORM STD. 204
1. This form shall be completed by all non-governmental Grantees.
R. FINANCIAL INFORMATION SYSTEM FOR CALIFORNIA GOVERNMENT AGENCY TAXPAYER ID FORM
1. This form shall be completed by all Grantees.
S. CONFLICT OF INTEREST
1. This section serves to make the Grantee aware of specific provisions related to current or former state employees. If Grantee has any questions regarding the status of any person rendering services or involved with the Grant Agreement, the Grantee shall contact the State (California Highway Patrol, Impaired Driving Section, Cannabis Grants Unit) immediately for clarification.
2. Current State Employees:
a. No officer or employee shall engage in any employment, activity, or enterprise, from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any state agency, unless the employment, activity, or enterprise is required, as a condition of regular state employment.
b. No officer or employee shall contract on their own behalf, as an independent Grantee, with any state agency to provide goods or services.
3. Former State Employees:
a. For the two-year period from the date they left state employment, no former state officer or employee may enter into a contract in which they engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision-making process relevant to this Grant Agreement while employed in any capacity by any state agency. b. For the 12-month period from the date they left state employment, no former state officer or employee may enter into a contract with any state agency if they were employed by that state agency in a policy-making position in the same general subject area as the proposed Grant Agreement within the 12-month period prior to their leaving state service.
4. The authorized representative of the Grantee Organization/Agency, named within this Grant Agreement, warrants their Organization/Agency and its employees have no personal or financial interest and no present or past employment or activity, which would be incompatible with 20 of 270
TERMS AND CONDITIONS
participating in any activity related to this Grant Agreement. For the duration of this Grant Agreement, the Organization/Agency and its employees will not accept any gift, benefit, gratuity or consideration, or begin a personal or financial interest in a party who is associated with this Grant Agreement.
5. The Grantee Organization/Agency and its employees shall not disclose any financial, statistical, personal, technical, media-related, and/or other information or data derived from this Grant Agreement, made available for use by the State, for the purposes of providing services to the State, in conjunction with this Grant Agreement, except as otherwise required by law or explicitly permitted by the State in writing. The Grantee shall immediately advise the State of any person(s) who has access to confidential Project information and intends to disclose that information in violation of this Grant Agreement.
6. The Grantee will not enter into any Grant Agreement or discussions with third parties concerning materials described in paragraph five (5) prior to receiving written confirmation from the State that such third party has a Grant Agreement with the State, similar in nature to this one.
7. The Grantee warrants that only those employees who are authorized and required to use the materials described in paragraph 5 will have access to them.
8. If the Grantee violates any provisions in the above paragraphs, such action by the Grantee shall render this Grant Agreement void.
T. EQUIPMENT-USE TERMS
1. The Grantee agrees any equipment purchased under this Grant Agreement shall be used for impaired driving efforts.
2. Law Enforcement Projects:
a. Oral Fluid Drug Screening Devices and Cannabis/Marijuana Breath Testing Equipment - The Grantee agrees to ensure all personnel using road-side drug testing equipment, including oral fluid drug testing devices and/or cannabis/marijuana breath testing devices, purchased with grant funds from this Grant Agreement, are trained to recognize alcohol and drug impairment.
At a minimum, personnel using these devices should receive Standardized Field Sobriety Testing training. These personnel are also encouraged to attend Advanced Roadside Impaired Driving Enforcement and Drug Recognition Evaluator training. Prior to using these devices, the Grantee agrees to obtain permission from their local prosecutor’s office, establish a policy ensuring appropriate use, and require the staff using these devices to receive appropriate training, which may include training from the manufacturer. This will help ensure the equipment is used appropriately. The Grantee shall advise the State (California Highway Patrol, Impaired Driving Section, Cannabis Grants Unit) of any legal challenges or other items of significance that may affect the use or legal acceptance of these devices.
Additionally, the State may request additional information about the performance of these devices, including information about their use, accuracy, and feedback from personnel using the devices.
b. Law Enforcement Vehicles – The Grantee agrees any law enforcement vehicles purchased with Grant funds, from this Grant Agreement, will be primarily used for the enforcement of driving under the influence laws and/or providing public education, related to the dangers of driving under the influence. Additionally, any vehicle purchased using funds from this Grant Agreement shall comply with all California Vehicle Code and California Code of Regulation requirements. The State may require the Grantee to mark these vehicles with a decal and/or emblem, indicating the vehicle is used for driving under the influence enforcement. 21 of 270 Schedule A
Cotati Police Department
The Grantor determined awards and adjustments based on the Project’s merit, operational scale, compliance with the Request for Application (RFA), and program regulations. Certain activities or budget items proposed in Schedule A may have been deemed ineligible for funding. The final, binding list of authorized activities and expenses is set forth in Schedule B - Detailed Budget Estimate.
Project Description
There is a public safety need for The Cotati Police Department to continue to increase traffic and DUI/DUDI enforcement in the City of Cotati. This project is intended to have a three-pronged approach to increase traffic and DUI/DUDI enforcement.
The first approach will be to increase the training that our officers receive in the area of traffic and DUI/DUDI enforcement, specifically by training an Officer and Sergeant as SFST Instructors.
The second approach is to purchase one additional SoToxa mobile drug testing device and additional SoToxa mobile drug testing kits to assist our officers with DUDI detection as the kits now test for Fentanyl. To strengthen and build an effective Traffic Division, we plan on purchasing a traffic vehicle that will be utilized to increase traffic and DUI/DUDI enforcement. In addition to enforcement efforts, this vehicle would be an incident command vehicle that could transport equipment to scenes of major collisions. The Cotati Police Department is part of a regional small agency investigative team and with the purchase of this vehicle we would utilize it to transport equipment for scene mapping and evidence collection.
The third approach is to increase DUI/DUDI saturation patrols in order to utilize the newly purchased equipment by better trained officers.
Problem Statement
PROBLEM STATEMENT
In 2007 the Cotati Police Department had a total number of 15 sworn personnel. After the economic downturn, the Cotati Police Department suffered heavy budget cuts which led to layoffs, furloughs and officers lateralling to other agencies. In 2017, the Cotati Police Department was budgeted to have 12 sworn personnel, yet only 11 positions were filled. Since 2017, the City of Cotati has regained two additional officer positions and has continuously made efforts to increase our patrol fleet and personnel as well as our traffic unit. We have not filled our traffic unit since December of 2023. Of the 11 sworn employees we had in 2017, seven have left our department. While we have maintained decent staffing levels, the lack of experience and training continue to be a challenge for newer officers that are on patrol. The Cotati Police Department continues to make traffic safety a priority, but due to a lack of training we are not meeting our potential. In 2018, Officers at the Cotati Police Department issued 1,511 citations. In 2023 we issued 1,129 citations. In 2024, the year without a traffic unit, we issued 609 citations. In 2025, another year without a traffic unit, we only issued 388 citations. The Cotati Police Department needs to have a patrol division that is adequately trained on traffic enforcement. We still have yet to have all of our officers, trained in essential courses such as SFST, ARIDE, D.R.E.
Based on collision statistics through Crossroads (Collision Report Writing System), Cotati has had an increase in traffic collisions since 2022. In 2022, Cotati Officers took 30 collision reports, in which seven listed DUI/DUDI as the primary collision factor. In 2023, Cotati Officers took 62 collision reports, in which 13 listed DUI/DUDI as the primary collision factor. In 2024, Cotati Officers took 42 collision reports in which six listed DUI/DUDI as the primary collision factor. In 2025, Cotati Officers took 27 collision reports in which three listed DUI/DUDI as the primary collision factor. Due to our continuous DUI/DUDI enforcement we were able to decrease out DUI related collisions by half from 2024 to 2025; our stated goal in last year’s grant application was to decrease DUI related crashes by 30 percent. In total 29 collisions, some of which resulted in injury, could have been prevented if the driver was apprehended prior to the collision. It should also be noted that, per department policy, if Cotati Police Dispatch is notified of the collision and there are no injuries, the involved parties are instructed to exchange information, and a police response/report is not needed.
The Cotati Police Department has also experienced a dramatic increase in DUI/DUDI arrests over the past three years. In 2022, Cotati Police Officers arrested 45 DUI Drivers. In 2023, Cotati Police Officers arrested 78 DUI Drivers. In 2024, Cotati Police Officers arrested 224 DUI Drivers. In 2025, Cotati Police Officers arrested 209 DUI Drivers. These arrest statistics do not include allied agencies such as the California Highway Patrol’s arrests in the City of Cotati. 22 of 270 Schedule A
In an article written in November of 2023, by 24/7 Wall Street, they compared all 50 states and found the drunkest metro area in each state. The Santa Rosa to Petaluma metro area was ranked the drunkest metro area in California. In researching alcohol and cannabis establishments in Cotati, Cotati has 57 alcohol establishments and five cannabis establishments for a population of 7,580 residents. The newest cannabis establishment is a lounge where patrons can recreationally ingest cannabis products. This lounge is popular for events such as comedy shows and trivia night. Cotati is known for the “Cotati Crawl” on Thursday nights when locals as well as students at Sonoma State University come to the downtown area and drink at our downtown bars. Many of these patron’s drink to excess and drive, resulting in arrests, collisions, and injuries.
It is also worth mentioning that Cotati is a main thoroughfare throughout Sonoma County as Highway 101 and Highway 116 run though the city as well as Old Redwood Highway and East Cotati Avenue.
It is evident that Cotati has a Driving Under the Influence problem and the above mentioned collision and arrest statistics support this. We have found that an increased concentration on these offenses has led to an increase in DUI/DUDI arrests. The Cotati Police Department is in need of additional training and equipment to combat this problem.
The Cotati Police Department continues to need to train newer officers in all areas of traffic safety. It is our goal to stay ahead of these statistics by increasing enforcement, increasing training for officers and purchasing new equipment to assist them.
SOLUTION
The Cotati Police Department will continue to aggressively enforce impaired driving. The Cotati Police Department will continue to collaborate with the Rohnert Park Department of Public Safety with educational programs such as Every Fifteen Minutes. With the legalization of cannabis for recreational use, the Cotati Police Department will need to train officers in better detecting signs of impairment in drivers that are under the influence of cannabis, prescription and illicit drugs. The Cotati Police Department will continue best practice strategies such as, DUI Saturation Patrols, assisting other agencies with DUI Checkpoints, educational social media posts, and a staffed and effective traffic division.
DUI Saturation Patrols continue to yield DUI arrests, showing that they are an effective way to target impaired drivers. The Cotati Police Department will continue to make an effort to maximize enforcement of impaired drivers with an increase in DUI Saturation Patrols. The Cotati Police Department will educate the public by announcing results on our various social media platforms.
With a dedicated Traffic Officer, we plan on increasing DUI Saturation Patrols and ensuring the officer is properly trained in DUI/DUDI detection. We plan on training all of our officers in SFST and ARIDE and we have one officer scheduled to attend DRE training. As mentioned above, we will continue to collaborate with other agencies in educational programs such as Every Fifteen Minutes. We will continue to work with local agents from the Department of Alcoholic Beverage Control in addressing our problem alcohol establishments.
Performance Measures/Scope of Work (Proposed Solution)
Conduct ten DUI Saturation Patrols that are distributed throughout the four quarters with an emphasis on Quarter Two, which has the most holidays/events where drinking is prevalent. Our goal will be to increase DUI arrests by ten percent and reduce DUI collisions by 30 percent. The increase in enforcement and patrols in our city will deter motorists from driving impaired.
Train one Officer and one Sergeant as SFST Instructors. This will assist us in training our newer officers and other new officers from small local agencies in SFST. We will send the officer and Sergeant to the SFST Instructor Training as soon as they become available.
With the above mentioned additional training, we are working towards our goal of more competent officers making more DUI/DUDI arrests and improving traffic safety.
Utilize a new Traffic Incident Command to strengthen our traffic division and increase the number of citations issued and DUI/DUDI arrests. The vehicle will be essential to an expeditious response to a major traffic incident, not only in Cotati, but within the county as well. The Cotati Police Department is part of a regional small-agency investigative team. In addition to equipment for scene processing and evidence collection, the Cotati Police Department is the agency that responds with a “FARO” 3D scanning and mapping device. This 23 of 270
Schedule A
device will digitize physical spaces for detailed analysis, measurements, visualizations, and create deliverable courtroom exhibits. The new vehicle will be fully marked and have signage indicating that it is specifically a Traffic Incident Command Vehicle. This high visibility Enforcement and Command vehicle will let the public know that we are committed to DUI Enforcement and Traffic Safety. It would be a major asset to smaller agencies within the region as it would be the only vehicle specifically equipped for Investigations as well as Enforcement. We plan to purchase the vehicle in Quarter One and hope that it will be delivered and deployed by Quarter Three. We will work with larger agencies within the region to ensure our vehicle is up to standards with other specific Investigative/Accident Investigation vehicles.
Utilize the SoToxa drug testing devices along with DUI/DRE investigations on a weekly basis. Our goal is to increase DUDI (23152[f] CVC and 23152[g] CVC) by 25 percent. Recently, we have seen an increase in DUDI driving arrests by Officers within our agency. In addition to the above requested training, this device will be essential in assisting Officers in apprehending DUDI drivers. While it adds another tool to assist the officers in making arrests of intoxicated drivers, it will also be more evidence to assist in successful prosecution of DUDI drivers. We plan on purchasing one device, with the requested new testing packets that test for Fentanyl, in Quarter One and deploying them immediately.
Project Performance Evaluation
We will conduct quarterly statistical evaluations for collision data through Crossroads analytics to monitor DUI collisions.
We will monitor our DUI/DUDI arrest statistics to evaluate how effective our extra patrols and new equipment have been throughout the grant cycle.
We will monitor our posts made on our social media platforms to look for likes, dislikes and comments to ensure we are engaging with the community in a positive and educational manner. We will adjust in our messaging if needed to ensure this.
Program Sustainability
The Cotati Police Department has always been committed to traffic safety and DUI/DUDI Enforcement.
Having a dedicated traffic unit and better trained officers has played a key role in that commitment. We have also committed to traffic safety by self-funding extra patrols and assisting other agencies with DUI Checkpoints. Utilizing grant funding to increase training and patrols will be essential in assisting us with these efforts. Grant funding to purchase new equipment such as the SoToxa device and dedicated Traffic Incident Command Vehicle will also assist us in these efforts. The devices and vehicle will be utilized for long into the future during daily patrols as well as Saturation Patrols.
Administrative Support
The Cotati Police Department has a history of grant experience, especially with grants focused on traffic safety and alcohol. The Cotati Police Department has received funding through OTS, Avoid and the Department of Alcoholic Beverage Control to increase traffic safety and reduce the number of alcohol related incidents. In 2010 the Cotati Police Department received the “MADD California Hero Award”, given by MADD and OTS. In 2024, an officer from the Cotati Police Department broke the county record number of DUI/DUDI arrests in a calendar year. For decades, the Cotati Police Department has prioritized traffic safety by providing extra patrols, collaborating with other agencies on DUI Checkpoints, speaking at our local driving school, collaborating with Rohnert Park Department of Public Safety on the Every Fifteen Minutes program, and utilizing grant funding for numerous opportunities. In 2025, the Cotati Police Department was awarded funding through the CHP Cannabis Tax Fund Grant Program. The Cotati Police Department used grant funds for training, the purchase of a DUI Vehicle, SoToxa Device and Saturation Patrols. The SoToxa Device has been used on numerous DUDI Investigations and requested by another agency for assistance in a DUDI Collision resulting in injury and a felonious arrest. The DUI Vehicle is currently being upfitted and expected to be deployed in Q3. The Saturation Patrols have yielded numerous arrests for DUI/DUDI as well as the seizure of methamphetamine, cocaine and a non-serialized “ghost gun”. With this funding the Cotati Police Department has taken guns, drugs and impaired drivers off the streets of the community we serve. 24 of 270
Schedule A
In the past, due to staffing shortages, the Cotati Police Department has had to divert our only officer dedicated to the Traffic Unit to work as a patrol officer. Even with the traffic officer working a patrol shift, the Cotati Police Department remains dedicated to traffic safety and DUI/DUDI enforcement. The Cotati Police Department has self-funded the purchase of equipment like PAS devices to assist our officers with DUI investigations and will continue to do so into the future. 25 of 270
Schedule B
Grant Total $141,493.59
Detailed Budget Estimate
Award Number Organization/Agency Total Amount
30936 Cotati Police Department $141,493.59
Cost Category Line Item Name Total Cost to Grant
Other Direct Costs
SoToxa Mobile Testing Device $6,237.46
Category Sub-Total $6,237.46
Personnel
DUI Saturation Patrol
SFST Instructor Training - Attend
$23,651.70
$9,458.80
Category Sub-Total $33,110.50
Travel
SFST Instructor Training - Attend Travel $4,555.40
Category Sub-Total $4,555.40
Equipment
DUI Patrol Vehicle $97,590.23
Category Sub-Total $97,590.23
26 of 270
Schedule B-1
Budget Narrative
Cotati Police Department
Prior to engaging in grant-funded Saturation Patrols, DUI Checkpoints, or other enforcement activities in areas where the grantee does not have primary traffic jurisdiction, the grantee should consult with the agency having primary traffic jurisdiction.
Other Direct Costs
SoToxa Mobile Testing Device
$6,237.46
SoToxa: $6,237.46 Total
This cost includes one device plus 25 of the required testing cartridges, with tax and shipping. - 25 SoToxa Oral Fluid Test Cartridges 1 @ $685.00 = $685.00 - 1 SoToxa Mobile Testing Device = $4,900.00
Personnel
SFST Instructor Training - Attend
$9,458.80
Personnel: Trainings: $9,458.80 SFST Instructor- Attend: SFST Instructor- Attend:
This cost is associated with sending one Officer and one Sergeant to SFST Instructor Training. The following is a list of personnel and associated costs at an overtime rate of the 40 hour course, plus a benefit expense at
17.4945%.
1 Officer @ $90.75x17.4945% = $106.63/hr x 40 = $4,265.20 1 Sergeant @ $110.51x17.4945% = $129.84/hr x 40 = $5,193.60 Total for Officer and Sergeant = $9,458.80
DUI Saturation Patrol
$23,651.70
DUI Saturation Patrols: $23,651.70
This cost is associated with provided ten Saturation Patrols (total for all four quarters). The following is a list of the personnel and associated costs at an overtime rate plus benefits of 17.4945% for (10) 10 hour patrols with one Sergeant and one Officer per patrol.
1 Officer @$90.75 for (10) 10 hour patrols = $907.50 x 17.4945% = $1,066.26 = $10,662.60 1 Sergeant @$110.51 for (10) 10 hour patrols = $1,105.10 x 17.4945% = $1,298.91 = $12,989.10 Travel
SFST Instructor Training - Attend Travel
$4,555.40
Location: Glendale, CA
Dates: 07/27/26 to 07/31/26
Hotel: ($191 X 5 DAYS) = $955 X 2 = $1910
Per Diem Breakfast ($12 X 2 DAYS) +($16 X 4 DAYS) = $88 X 2 = $176 Per Diem Lunch ($14.25 X 2 DAYS) +($19 X 4 DAYS) = $104.5 X 2 = $209 Per Diem Dinner (25 X 2 DAYS) +(28 X 4 DAYS) = $162 X 2 = $324 Flight Roundtrip OAK to LAX (two passengers) = $743.60
Rental Car at LAX = $692.85
Total for 1 Officer and 1 Sergeant (before final taxes/fees) = $4055.45 27 of 270
Schedule B-1
Budget Narrative
Cotati Police Department
Prior to engaging in grant-funded Saturation Patrols, DUI Checkpoints, or other enforcement activities in areas where the grantee does not have primary traffic jurisdiction, the grantee should consult with the agency having primary traffic jurisdiction.
Equipment
DUI Patrol Vehicle
$97,590.23
This cost includes the purchase of a 2026 Ford Police Interceptor Utility Vehicle. - 1 Vehicle = $65,171.61
DUI/DUDI Vehicle-Uptfitting: $32,418.62 This cost includes the upfitting of the 2025 Ford Police Interceptor Utility Vehicle.
- “Ready for the Road Package” = $4,182.00
- Cargo storage vault = $278.00
- Markings, Decals, Additional Department Specific Upfitting (gun racks, safes, push bumper, light bars, etc) = $27,958.62
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Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: City Council
Subject: READOPTION OF THE FISCAL YEAR 2026-27 SALARY
SCHEDULE AND APPROVAL OF A SIDE LETTER
AGREEMENT WITH THE COTATI EMPLOYEES’
ASSOCIATION
Date: July 28, 2026
Written by: Angela Courter, Director of Administrative Services Recommendation
It is recommended the City council adopt resolutions to; (1) Readopt the City's Salary Schedule for fiscal year 2026/27 to correct a typographical error identified in the salary rate for the Police Lieutenant position; and (2) Approve the attached Side Letter Agreement between the City of Cotati and the Cotati Employees Association (CEA) amending Section 9.01(A) of the 2026– 2031 Memorandum of Understanding regarding retirement benefits for Classic Members – Tier
1. Background
At its June 23, 2026, meeting, the City Council adopted the City's Salary Schedule in accordance with California Code of Regulations, Title 2, Section 570.5, and other applicable requirements.
Following adoption, staff identified a typographical error in the salary rate listed for the Police Lieutenant position on the adopted Salary Schedule. The error was limited to the document presented to the City Council and does not reflect the salary rate that was approved through the City's budget process or implemented through payroll.
The affected position has been compensated at the correct salary rate, and the Fiscal Year 2026- 27 budget was prepared and adopted using the correct amount. Readopting the Salary Schedule will ensure the publicly adopted document accurately reflects the approved salary rate.
In addition, staff conducted a review of updated CalPERS contribution rate as compared to City MOU’s and identified that historical retirement contribution language previously adopted for the Cotati Employees Association (CEA) to reduce the employee portion of contributions by 2% in 29 of 270
lieu of establishing City matching for the 457(b) deferred compensation plan, was not incorporated into subsequent versions of the MOU. Although the provisions have continued to be administered correctly since their adoption, the corresponding language was inadvertently omitted as successor MOUs were prepared.
The attached Side Letter Agreement incorporates the previously agreed-upon retirement contribution language into the current MOU to ensure the agreement accurately reflects the longstanding practices of the parties and provides a complete and transparent record of the applicable retirement provisions.
Analysis/Discussion
The proposed readoption of the Fiscal Year 2026-27 Salary Schedule is an administrative action to correct a typographical error in the salary rate listed for the Police Lieutenant position. The correction does not change any salary approved by the City Council through the budget process, nor does it affect employee compensation, which has been administered using the correct salary rate since the beginning of the fiscal year. Readopting the Salary Schedule ensures the City's publicly adopted salary schedule accurately reflects the approved compensation and remains compliant with applicable California regulations.
The proposed Side Letter Agreement is also administrative in nature. While the omitted language was not carried forward into the written agreement, the retirement contribution calculations and payroll deductions have continued to be administered in accordance with the historical agreement and the parties' long-standing practice.
Approval of the Side Letter will incorporate the previously adopted provisions into the current MOU, improving consistency between the City's labor agreements and the way they have historically been administered. The Side Letter does not establish new retirement benefits, modify existing contribution obligations, or result in any additional fiscal impact. Rather, it updates the written agreement to accurately reflect provisions that have been in effect for more than a decade, enhancing transparency, consistency, and clarity for future administration of the MOU.
Together, these actions improve the accuracy of the City's governing personnel documents, ensure consistency between adopted agreements and their implementation, and support transparent and effective administration of employee compensation and benefits.
Financial Considerations
The correction to the Salary Schedule has no fiscal impact, as the position has been compensated at the correct salary rate and the Fiscal Year 2026-27 budget includes the correct amount.
Approval of the Side Letter Agreement also has no additional fiscal impact. The agreement clarifies the retirement provisions contained within the existing MOU and does not create any new or increased financial obligations beyond those previously negotiated and anticipated. 30 of 270
Environmental Issues
This action is not a project subject to the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378 because it is an administrative activity that will not result in a direct or reasonably foreseeable indirect physical change in the environment. 31 of 270
RESOLUTION NO. (XX)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COTATI
READOPTING THE CORRECTED CITY'S SALARY SCHEDULE FOR FISCAL YEAR 2026/27
WHEREAS, on June 23, 2026, the City Council adopted the City's Salary Schedule; and WHEREAS, following adoption, staff identified a typographical error affecting the listed salary rate for one position, Police Lieutenant, on the adopted Salary Schedule; and WHEREAS, the error was limited to the adopted document and did not affect the salary rate approved through the budget process or implemented through payroll; and WHEREAS, readopting the Salary Schedule with the corrected salary rate will ensure the City's records accurately reflect the approved compensation schedule and maintain compliance with applicable law.
NOW THEREFORE BE IT RESOLVED, by the City Council of the City of Cotati that:
1. The City Council hereby approves and adopts the corrected Salary Schedule attached hereto as Exhibit A, replacing the Salary Schedule adopted on June 23, 2026.
2. The correction reflected in Exhibit A is administrative in nature and serves only to correct a typographical error. This action does not approve any new or modified employee compensation beyond that previously approved by the City Council.
3. The City Manager, Administrative Services Director, and their designees are authorized and directed to maintain the proper application of the salary schedule consistent with the City Council’s actions regarding each labor groups Memorandum of Understanding.
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 July 28, 2026, by the following vote, to wit:
Approved:___________________________
Mayor
Attest:______________________________
Kevin Patterson, City Clerk
Approved as to form:______________________________
City Attorney
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Salary Schedule 2026/27
Step Step Step Step Step
A B C D E
Accountant CEA 39.75 41.74 43.83 46.02 48.32
Account Clerk CEA 29.55 31.03 32.58 34.21 35.92
Accounting Technician CEA 34.35 36.07 37.87 39.76 41.75 Administrative Assistant CEA 33.88 35.57 37.35 39.22 41.18 Assistant Planner CEA 40.94 42.99 45.14 47.40 49.77
Associate Engineer CEA 45.49 47.76 50.15 52.66 55.29
Associate Planner CEA 45.49 47.76 50.15 52.66 55.29
Building Official Non-Rep 64.25 67.46 70.83 74.37 78.09 Chief of Police Non-Rep 84.25 88.46 92.88 97.52 102.40
City Clerk Non-Rep 59.12 62.08 65.18 68.44 71.86
City Manager Contract - - - - 107.54
Civil Engineer CEA 52.10 54.70 57.43 60.30 63.31
Community Services Officer CPOA 34.44 36.16 37.97 39.87 41.86 Deputy City Clerk Non-Rep 40.90 42.94 45.09 47.34 49.71 Director of Administrative Services Non-Rep 84.25 88.46 92.88 97.52 102.40 Director of Community Development Non-Rep 84.25 88.46 92.88 97.52 102.40 Director of Public Works/City Engineer Non-Rep 84.25 88.46 92.88 97.52 102.40 Engineering Technician CEA 36.10 37.91 39.81 41.80 43.89 Intern Part Time 19.00 - 20.00 - 21.00
Laborer CEA 23.70 24.88 26.12 27.43 28.80
Maintenance Worker I CEA 30.13 31.64 33.22 34.88 36.62
Maintenance Worker II CEA 34.46 36.18 37.99 39.89 41.88 Maintenance Worker III CEA 37.99 39.89 41.88 43.97 46.17 Management Analyst CEA 42.87 45.01 47.26 49.62 52.10
Management Analyst - Confidential Non-Rep 42.32 44.44 46.66 48.99 51.44 Office Assistant CEA 24.26 25.47 26.74 28.08 29.48
Permit Technician CEA 35.14 36.90 38.75 40.69 42.72
Planning Technician CEA 35.14 36.90 38.75 40.69 42.72
Police Corporal CPOA 48.48 50.90 53.45 56.12 58.93
Police Dispatcher/Clerk CPOA 35.14 36.90 38.75 40.69 42.72 Police Lieutenant Non-Rep 66.75 70.09 73.59 77.27 81.13 Police Officer CPOA 46.15 48.46 50.88 53.42 56.09
Police Officer Trainee Non-Rep - - - - 32.92
Police Records Support Analyst CPOA 35.14 36.90 38.75 40.69 42.72 Police Sergeant CPMA 55.77 58.55 61.47 64.54 67.77
Police Service Specialist Part Time/Non Rep 29.52 31.00 32.55 34.18 35.89 Public Works Superintendent Non-Rep 57.44 60.31 63.33 66.50 69.82 Recreation Coordinator CEA 30.08 31.58 33.16 34.82 36.56 Recreation Manager Non-Rep 49.61 52.09 54.69 57.42 60.29 Reserve Police Officer Part Time/CPOA 46.15 48.46 50.88 53.42 56.09 Senior Accountant CEA 43.57 45.75 48.04 50.44 52.96
Senior Management Analyst CEA 47.81 50.20 52.71 55.35 58.12 Senior Management Analyst - Confidential Non-Rep 46.66 48.99 51.44 54.01 56.71 Senior Planner CEA 53.92 56.62 59.45 62.42 65.54
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
Effective 07/13/2026
Hourly (2080/yr)
Position Title Bargaining Unit
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RESOLUTION NO. (XX)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COTATI
APPROVING A SIDE LETTER AGREEMENT BETWEEN THE CITY OF COTATI AND THE COTATI EMPLOYEES ASSOCIATION AMENDING THE 2026–2031
MEMORANDUM OF UNDERSTANDING
WHEREAS, the City of Cotati ("City") and the Cotati Employees Association (CEA) are parties to a Memorandum of Understanding (MOU) effective July 1, 2026, through June 30, 2031; and
WHEREAS, following adoption of the MOU, the City and the CEA determined that clarification was needed to ensure the language contained in Section 9.01(A), Public Employees' Retirement System (PERS), accurately reflects the parties' historical negotiated agreement regarding retirement benefits for Classic Members – Tier 1; and WHEREAS, although the provisions outlined have been consistently administered by the City since their adoption, they were inadvertently not incorporated into subsequent Memoranda of Understanding; and
WHEREAS, the City and the Cotati Employees Association desire to incorporate those existing provisions into the current 2026-2031 Memorandum of Understanding to ensure the agreement accurately reflects the parties' long-standing understanding and administration of the negotiated retirement benefits; and
WHEREAS, approval of the Side Letter Agreement does not create additional fiscal impacts beyond those previously negotiated and anticipated under the existing Memorandum of Understanding.
NOW THEREFORE BE IT RESOLVED, by the City Council of the City of Cotati as follows:
1. The foregoing recitals are true and correct and are incorporated herein by this reference.
2. The City Council hereby approves the Side Letter Agreement between the City of Cotati and the Cotati Employees Association, attached hereto as Exhibit B and incorporated herein by this reference.
3. The City Manager is hereby authorized to execute the Side Letter Agreement on behalf of the City and to take all actions necessary to implement its provisions.
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 July 28, 2026, by the following vote, to wit:
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Approved:___________________________
Mayor
Attest:______________________________
Kevin Patterson, City Clerk
Approved as to form:______________________________
City Attorney
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Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: Cotati City Council
Subject: AXON ENTERPRISE CONTRACT
Date: July 28, 2026
Written by: Chris Simmons, Chief of Police
Angela Courter, Director of Administrative Services
Recommendation
It is recommended that the City Council approve a resolution authorizing a five-year contract with Axon Enterprise, Inc. for equipment and services for the Cotati Police Department, extending the existing services Axon is currently providing the Department.
Background
The Cotati Police Department was the first department in Sonoma County to fully transition to body worn cameras to ensure transparency while protecting the community, improved documentation of incidents for the District Attorney, and building trust with the public that we serve. Over time, various additional tools have been added to further our mission and best practices in policing, based on Axon Enterprise’s integrated public safety technology platform, including; TASER devices, body-worn cameras, in-car cameras, the Axon Evidence digital evidence management system, and associated support and maintenance. These systems are an integral part of the Department’s daily operations and are critical for evidence collection, storage, investigation, officer safety and case management.
The Cotati Police Department continues to be in contract with Axon. This has been a five-year contract that was approved in 2021 and includes industry standard equipment and services utilized by the majority of police agencies throughout the country. This current five-year contract is set to expire on July 31, 2026.
The proposed contract extension is another five-year agreement commencing on August 1, 2026, 38 of 270
for the same or similar/upgraded equipment and systems.
Analysis/Discussion
The Cotati Police Department has utilized Axon for many years, including the currently expiring five year agreement. Axon is the provider of a fully integrated ecosystem that combines hardware (e.g.: TASER devices and cameras) with its proprietary cloud-based digital evidence management platform (Axon Evidence). Department staff are not aware of any other vendor that can provide the level of seamless compatibility with the Department’s existing Axon infrastructure that the Cotati Police Department currently uses.
The Department presently has five patrol vehicles upfitted with Axon dash-cameras, which also have ALPR capabilities. On July 14, 2026, these cameras were successfully installed by Axon to our fleet (two Ford Police Interceptor Hybrids, two Dodge Chargers, and one Ford Lightening).
When considering a contract extension, a key consideration is compatibility and platform continuity. Our officers have extensive experience with and are trained in the Axon system.
Axon is also the primary system used by law enforcement in Sonoma County, as well as the District Attorney and it aligns with industry standards. The Department’s current investment in Axon technology allows for compatibility with existing systems, including:
• Digital evidence storage and management workflows
• Officer-issued equipment and docking stations (e.g.: BWC and TASER 7) • Software systems and user accounts
Transitioning to another vendor would result in significant operational disruption, data migration challenges, and potential loss of functionality. Training and operational efficiency are key components with the utilization of Axon products. Introducing a different vendor would require:
• Extensive retraining of sworn and professional staff
• Additional administrative overhead
• Increased risk of operational inefficiencies and safety during transition Switching to a different vendor or hybridizing with other platforms would also incur substantial costs and likely outweigh any potential savings from alternative products, including but not limited to:
• Replacement of existing hardware
• Data migration and storage transition
• New software licensing and integration costs
• Training and downtime expenses
• Other administrative/work hours for market research
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Axon provides advanced and reliable capabilities, including:
• End-to-end evidence management from capture to courtroom (Sonoma County District Attorney’s Office utilizes Axon Enterprise Inc. software). • Automated upload and categorization of digital evidence • Integration across multiple device types within a single platform (TASER, BWC, and In-Car Cameras)
• Established reliability and support tailored to law enforcement agencies Axon is believed to be the only vendor capable of meeting the Cotati Police Department’s operational, technical, and security requirements without substantial disruption or additional cost. Therefore, approval of a new contract will ensure continuity of public safety service to the community.
Financial Considerations
The estimated total cost with tax for five years is $279,821.80, which is $55,964.36 average per year (refer to attachments). Engaging in a five-year bundled services contract, as opposed to a year-to-year contract, results in cost savings of $207,989.03 ($41,597.81 average savings per year).
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 reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.
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RESOLUTION NO. (XX)
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COTATI APPROVING A FIVE-YEAR AGREEMENT WITH AXON ENTERPRISE, INC. FOR PUBLIC
SAFETY EQUIPMENT, SOFTWARE, AND RELATED SERVICES FOR THE
COTATI POLICE DEPARTMENT
WHEREAS, the Cotati Police Department currently utilizes Axon Enterprise, Inc.'s integrated public safety technology platform, including TASER devices, body-worn cameras, incar cameras, the Axon Evidence digital evidence management system, and related support and maintenance services; and
WHEREAS, the Department's current agreement with Axon Enterprise, Inc. expires on July 31, 2026, and continued access to these systems is necessary to support evidence management, officer safety, investigations, and daily police operations; and WHEREAS, Axon's integrated technology platform is fully compatible with the Department's existing equipment, software, workflows, and training, and transitioning to another vendor would result in significant operational disruption, additional costs, and reduced efficiency; and
WHEREAS, the proposed five-year agreement, commencing August 1, 2026, provides updated equipment, software, maintenance, and support services at an estimated total cost of $279,821.80, and provides substantial cost savings compared to annual contracting; and WHEREAS, the City Council finds that approval of the agreement is in the best interest of the City and is necessary to ensure the continued delivery of reliable and effective public safety services.
NOW THEREFORE BE IT RESOLVED, by the City Council of the City of Cotati as follows:
1. Approval of the proposed five-year agreement with Axon Enterprise, Inc. for public safety equipment, software, and related services in an amount not to exceed $279,821.80, substantially in the form presented to the City Council.
2. The City Manager is hereby authorized to execute the agreement and any nonsubstantive documents necessary to implement the 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 July 28, 2026, by the following vote, to wit:
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Approved:___________________________
Mayor
Attest:______________________________
Kevin Patterson, City Clerk
Approved as to form:______________________________
City Attorney
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Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: City Council
Subject: APPROVAL OF 2026 DANNFEST MUSIC FESTIVAL EVENT IN LA PLAZA PARK.
Date: July 28, 2026
Written by: Ashley Wilson, Recreation Manager
Recommendation
It is recommended that the City Council adopt a resolution approving the 2026 DannFest Music Festival event in La Plaza Park, authorizing the sales of beer and wine, subject to the attached conditions of approval.
Background
DannFest is a free community music festival that features multiple acts and has taken place in San Rafael for the past two years. The original location of the small festival, Ounces Outdoors, closed at the end of 2025, so the event host is looking for a new permanent location to host their event. Given the central location, strong visibility, and history of hosting events, the event host is proposing to host the 2026 DannFest Music Festival on Sunday, August 23, 2026, in La Plaza Park.
Dann Walters has submitted a completed City of Cotati Park Use and Special Event Application along with sufficient descriptions of the event.
Analysis/Discussion
Dann Walters has requested the following: 1) exclusive use of La Plaza Park; 2) live, amplified entertainment; and 3) authorization for vendors to sell goods, food, and beverages, including the sales and service of beer and wine.
The public music festival event in La Plaza Park will be free of charge to enter and is family friendly, taking place from 11:00am-8:00pm. The event host has requested exclusive use of the Park from 8:00am-10:00pm to allow for set-up, breakdown, and clean-up. 52 of 270
The applicant has reviewed the insurance requirements and has indicated that they can provide adequate insurance. A Condition of Approval has been included which requires proof of insurance be supplied to the City before the event.
A Condition of Approval has been included which requires a California Department of Alcohol and Beverage Control approved temporary permit to allow for the sale of alcohol to be supplied to the City before the event.
Financial Considerations
Financial considerations for the City include $54 for the application fee, $219 for the park permit fee, $100 for the restroom cleaning fee, $17 for the electricity fee, and a $250 refundable security deposit, to be collected by the applicant prior to the event. Total fees collected would be $640, with $250 being refundable after the event, as long as there is no damage to the park or facilities and no extra cleaning is required. No fee waivers are requested.
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 reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.
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RESOLUTION NO. (XX)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COTATI
APPROVING THE 2026 DANNFEST MUSIC FESTIVAL EVENT IN LA PLAZA PARK.
WHEREAS, Dann Walters submitted an application to the City for the DannFest Music Festival event on August 23, 2026; and
WHEREAS, it will be necessary to conform to certain conditions as described in “Exhibit A” attached hereto, to facilitate this event; and WHEREAS, the City Council further finds that the health, safety, and welfare of the citizens of the City of Cotati will not be jeopardized by the approval of these events; and WHEREAS, the application for these events is attached as Exhibit B; and WHEREAS, the action of approving a music festival event 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, by the City Council of the City of Cotati as follows:
Section 1. Findings. The above recitals are declared to be true and correct and are incorporated herein as findings of the City Council.
Section 2. The 2026 DannFest Music Festival event is approved, including the use of amplified live entertainment, the sales of goods, food, and beverages, including the sales of alcoholic beer and wine beverages in La Plaza Park, as more specifically described in and subject to the Conditions of Approval attached hereto as Exhibit A and incorporated herein by reference.
Section 3. Effective Date of this Resolution. This Resolution shall become effective immediately.
Section 4. Severability. Each portion of this resolution is severable. Should any portion of this resolution be adjudged to be invalid and unenforceable by a body of competent jurisdiction, then the remaining resolution portions shall be and continue in full force and effect, except as to those resolution portions that have been adjudged invalid. The City Council of the City of Cotati hereby declares that it would have adopted this resolution and each section, subsection, clause, sentence, phrase and other portion thereof, irrespective of the fact that one or more section, subsection, clause, sentence, phrase or other portion may be held invalid or unconstitutional.
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 July 28, 2026, by the following vote, to wit:
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Approved:___________________________
Mayor
Attest:______________________________
Kevin Patterson, City Clerk
Approved as to form:______________________________
City Attorney
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EXHIBIT A
CONDITIONS OF APPROVAL
1. The applicant is granted exclusive use of La Plaza Park on Sunday, August 23rd, 2026, from 8:00 a.m. to 10:00 p.m. for the event scheduled from 11:00 a.m. to 8:00 p.m. This approval includes amplified live entertainment.
2. The applicant shall submit a deposit of $250 within 30 days of approval of this event.
3. Applicant shall provide the City with proof of insurance for all events and vendors, as required, to the satisfaction of the City, prior to the event.
4. Applicant shall provide the City with a map of the event, specifically where vendors will be, no later than 7 days prior to the event.
5. Applicant shall obtain a Daily License from the Department of Alcoholic Beverage Control (ABC). The City authorizes the sale and consumption of beer and wine only; a copy of the license, as well as evidence of responsible beverage service training, shall be provided to the City prior to the event date.
6. The applicant shall have an identified designated area for the consumption of alcoholic beverages within the park boundaries.
7. Applicant shall notify all neighboring businesses and residents of the event, no later than 14 days prior to the event.
8. The applicant shall obtain the required permits and follow all regulations from the Sonoma County Environmental Health Department and shall ensure each food vendor complies with Health Department requirements.
9. The applicant shall ensure that all vendors follow Cotati Municipal Code 8.20.030 (Prohibited food service ware and products), which bans the selling or serving of food ware that contains polystyrene foam or PFAS.
10. The applicant shall comply with all local, state, and federal laws regarding trash, recycling, and composting collection and sorting.
11. The applicant shall ensure that no temporary structure (tents, shade awnings, or other) shall be secured to existing structures including buildings and light poles.
12. The applicant shall ensure that no stakes are used in the park to hold down tents or structures.
13. The applicant shall ensure the public facilities (park, parking spaces, and streets) are cleaned completely and returned to pre-event conditions within 2 hours of event end time. 56 of 270
14. The event shall be carried out as described in the written descriptions submitted by the applicant and in compliance with these Conditions of Approval.
15. The applicant shall contact the Rancho Adobe Fire Protection District and comply with any permit requirements of the District.
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Cotati City Council
Agenda Staff Report
Item type: REGULAR AGENDA (ACTION)
To: City Council
Subject: AMENDMENT TO THE SONOMA COUNTY WASTE
MANAGEMENT AUTHORITY JOINT POWERS AGREEMENT
FOR DEVELOPMENT OF THE NEW HOUSEHOLD
HAZARDOUS WASTE FACILITY AND AMENDMENT TO
THE CENTRAL DISPOSAL SITE AND FORMER LANDFILLS
SETTLEMENT AGREEMENT
Date: July 28, 2026
Written by: Damien O'Bid, City Manager
Recommendation
It is recommended that the City Council adopt a resolution approving (1) the First Amendment to the Amended and Restated Joint Exercise of Powers Agreement for the Sonoma County Waste Management Agency and (2) the First Amendment to the Central Disposal Site and Former Landfills Settlement Agreement; and authorizing execution of these amendments in substantially the attached forms, with minor, non-substantive revisions as may be approved by the City Attorney .to permit development of a new household hazardous waste (HHW) facility.
Background
The Sonoma County Waste Management Agency (Agency) was created through a Joint Exercise of Powers Act (Government Code section 6500 et seq.) agreement effective September 9, 1992 as a countywide government agency focusing on solid waste related issues, initially compliance with AB 939, but later including other California solid waste laws. The Agency is more commonly referred to and engages the public as Zero Waste Sonoma.
All Sonoma County cities and the County of Sonoma are members of and are represented by a Board member on the Agency Board of Directors. There were minor amendments to the Joint Powers Authority agreement approved by all members on January 24, 1996 and again on March 27, 2014. A more substantive ”Amended and Restated“ Joint Exercise of Powers Agreement for the Agency was approved by all members on March 1, 2017. The Amended and Restated 63 of 270
Agreement authorizes member jurisdictions, following approval by their governing bodies, to amend the Agreement by unanimous consent.
Collection of Household Hazardous Waste
Household hazardous waste (HHW) collection in Sonoma County is currently handled through a single dedicated drop off location at the Central Landfill on Mecham Road. The intent of HHW collection is to divert this waste to avoid contamination and worker exposure in the general municipal waste stream and also to reduce or eliminate the disposal of unpermitted waste at the Central Landfill. While the existing HHW facility is relatively convenient for the south county area, it is not close enough to the northern county to be a viable option for most residents.
Therefore, having more options for north county residents has been a long-standing goal of the Agency. Currently, to try to better serve north county residents, the Agency operates an HHW Rover program that can pick up HHW at the customers' home, by appointment and with a fee.
Each week, the HHW Rover serves a different region of Sonoma County.
Landfill Settlement Agreement
In 2015, the County of Sonoma (County) was looking to divest itself from the operations and liability of the Central Landfill. After a search for partners to assume operations and liability, the County contracted with Republic Services to operate the landfill and assume the future closure and post closure liability. Under this assumption of liability for the Central Landfill, Republic provided guarantees, both from the local corporation and the parent company, which is also backstopped with bonds to ensure funding is available to properly close and maintain the landfill after closure. This also resulted in a number of other agreements, including Waste Delivery Agreements committing all jurisdictions in Sonoma County (except Petaluma) to waste disposal at the Central Landfill for 25 years, the Central Disposal Site and Former Landfills Settlement Agreement (2015 Settlement Agreement) establishing various funds to address potential closure and post-closure liabilities at the Central Landfill as well as various old closed ”urban” landfills around Sonoma County. This includes unused funds from the Central Landfill site that became available when Republic assumed this responsibility, as well as funds for the former Sonoma and Healdsburg landfills, plus a contingent liability reserve fund for each City (except Petaluma) and the County, as another potential source of funding.
Analysis/Discussion
To meet the long-term goal of a north county HHW facility, the Agency has acquired a property located at 5885 Pruit Avenue in Windsor and is proceeding with development of the property to collect and package household hazardous waste (HHW) for proper disposal elsewhere. To date, the purchase of the property and design process has been completely funded by Zero Waste Sonoma. However, full development of the HHW facility will require construction phase funding beyond Zero Waste Sonoma’s current ability to provide without external financing.
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Through the development process, Zero Waste Sonoma staff has discussed potential financing of the HHW facility with the County. The County has offered the Central Disposal Site and Formal Landfills Settlement between the County of Sonoma and the Committed Cities as a lower cost funding source for construction of the HHW facility. The Agency would repay that loan over a period of 24 years from the issuance of a certificate of occupancy for the HHW facility. The County has offered this potential source of constructing funding as there are no near-term plans to utilize these funds. However, in order to provide the clear contractual authority for the proposed revolving line of credit, the Amended and Restated Joint Exercise of Powers Agreement for Sonoma County Waste Management Agency and the 2015 Settlement Agreement both need to be amended.
Amended and Restated Joint Exercise of Powers Agreement for Sonoma County Waste Management Agency
The State Joint Exercise of Powers Act provides that member agencies of a joint powers authority (such as the County, in this instance), are allowed to make “advances” to a JPA in furtherance of the purposes set forth in the joint powers agreement, with the advances repaid according to the terms of the joint powers agreement. (Gov’t Code section 6504.) While the JPA Agreement does allow generally that the Agency may incur debts, liabilities and obligations (See attached JPA Agreement, Section 3(b)(vi)), it does not expressly provide that the member agencies may make loans or advances to the Agency, as allowed by Gov’t Code section 6504.
In order to make clear that the Agency is authorized to borrow money from the County for the development of the HHW Facility, and that the County is authorized to make the contemplated loan to the Agency, Agency staff prepared a proposed First Amendment to the Amended and Restated Joint Exercise of Powers Agreement for Sonoma County Waste Management Agency (First Amendment) to expressly authorize contributions, payments, or advances from the member agencies to the Agency, with any advances to be repaid pursuant to terms set forth in a written agreement between the Agency and the member agency making such an advance. 2015 Settlement Agreement
The proposed amendment to the 2015 Settlement Agreement would permit the County to use the County Contingent Liability Reserve Fund, Central Disposal Site Leak Fund, Sonoma Leak Fund, and Healdsburg Leak Fund as a revolving line of credit for the Agency. The amendment states that these funds are supplemental to the Former Urban Landfill Fund and had a combined balance of approximately $21.17 million as of October 31, 2025.
The amendment also recognizes that repayment may extend beyond the expiration of the Waste Delivery Agreements and provides that unpaid amounts due from the Agency will not be liquid to meet any unexpected Settlement Agreement liabilities during the repayment period. All other Settlement Agreement provisions remain in effect. The amendment becomes effective only when fully executed by all parties.
Summary
If approved, the First Amendment to the JPA and First Amendment to the 2015 Settlement 65 of 270
Agreement would expressly allow for the contemplated line of credit to be made from the County to the Agency.
In order to take effect, the both amended agreements must be approved by all of the governing boards of the member agencies, including the City of Cotati.
Financial Considerations
There are no financial impacts to the City by approving the First Amendment to the JPA or the First Amendment to the 2015 Settlement Agreement. While the First Amendment to the JPA explicitly allows members to provide financing, no funds from the City of Cotati are requested or required for the development and construction of the 5885 Pruitt Avenue facility. No other potential lending arrangements between the City of Cotati and the Agency have been proposed or envisioned at this time.
The Agency is primarily funded through landfill ”tipping fees”. Tipping fees are the charge to dispose of waste at the Central Landfill or one of the transfer stations. The Agency receives a component of the total fee for every landfill user to dispose of waste. However, this revenue is not adequate to cash fund the capital expenditure for the HHW facility. Therefore, the Agency and the County have developed the proposed financing mechanism from funds that are not expected to be needed during the loan term and that are viewed as very low risk (due to the Republic guarantees, backstopped by bonds and the contingent liability reserve funds).
Assuming the Agency Board proceeds with awarding construction of the HHW facility and utilizes the lower cost capital available from the County, it should ultimately reduce the cost to the public compared to the alternatives, which are commercially available funds with a higher interest rate and less flexible terms.
Current Financing Terms - Informational Only
Current draft term Description
Maximum commitment $16 million
Interest 4% per year before maturity; 8% default rate
Draw period Until certificate of occupancy, but no later than a date in 2030 to be completed in the final agreement
Repayment Quarterly payments based on annual debt service of $900,000 in years 1-5, $1.0 million in years 6-10, $1.1 million in years 11-15, $1.2 million in years 16-20, and full amortization in years 21-24 Security Agency Waste Management Agency Fee
The City is not being asked to approve these terms. The attached Credit Agreement is included only to explain the contemplated transaction and remains subject to County and Agency approval 66 of 270
and legal completion.
Environmental Issues
The proposed action is exempt from the requirements of the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378(b)(4), in that, approving this action does not meet CEQA's definition of a “project,” because the action does not have the potential for resulting either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, and because this is an administrative activity of governments that will not result in direct or indirect physical changes in the environment.
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CENTRAL DISPOSAL SITE AND FORMER LANDFILLS
SETTLEMENT AGREEMENT
BETWEEN
THE COUNTY OF SONOMA
AND
THE COMMITTED CITIES
EFFECTIVE DATE: April 1, 201s
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TABLE OF CONTENTS
1.0 RECITALS .......................................................................................................................... 1
2.0 DEFINITIONS ............................................... ; ..................................................................... 2 I
3.0 COUNTY COMMITMENTS .............................................................................................. 9
3.1 Non-Committed Cities ............................................................................................. 9
3.2 Former Rural Landfills .: .......................................................................................... 9
3.3 County Representations ........................................................................................... 9
4.0 FORMER URBAN LANDFILLS LIABILITY ................................................................. 10
4.1 Funding for Former Urban Landfills ..................................................................... 10 (a) Former Urban Landfills Fund .................................. : ..................................... 10 (b) Unexpected Events ......................................................................................... 10 ( c) Exhaustion Of Funds ...................................................................................... 10 ( d) Good Faith Meeting Prior To Litigation ........................................................ 10
5.0 COLLECTION OF COUNTY ADMINISTRATIVE COSTS .......................................... 11
5.1 Funding for County Administrative Costs ............................................................. 11 (a) County Administrative Costs Fund ................................................................ 11 (b) Dispute Resolution And Burden Of Proof.. ................................................... 11
6.0 PAYMENTS AND MONIES DISTRIBUTION ............................................................... 11
6.1 County Base Concession Payments ....................................................................... 11 (a) Payment Fluctuation ...................................................................................... 11 (b) Allocation ....................................................................................................... 12
6.2 Former Urban Landfills Fund ................................................................................ 12
6.3 County Administrative Costs Fund ........................................................................ 12
6.4 Adjustment of Base Concession Payments Percentages ........................................ 12 (a) County Adjustments ....................................................................................... 12
6.5 Fund Tracking; Accounting and Disbursements .................................................... 12 (a) Tracking ......................................................................................................... 12 (b) Accounting ........................................................................................ : ............ 12 ( c) Disbursements ................................................................................................ 13
6.6 USE OF COUNTY CONTINGENT LIABILITY RESERVE FUND .................. 13 1 95 of 270
6.7 USE OF COMMITTED CITIES CONTINGENT LIABILITY FUND ............... .13
7.0 INDEMNITY, RELEASE AND COVENANT NOT TO SUE BETWEEN THE COUNTY, REPUBLIC AND THE COMMITTED CITIES ............................................ 14
7.1 Indemnity and Release for Central Disposal Site .................................................. 14 ( a) Republic Indemnity And Release ................................................................. .14 (b) County Covenant Not To Sue ........................................................................ 14 ( c) Committed Cities Covenant Not To Sue ...................................................... .14 7 .2 Covenant Not to Sue for Former Urban Landfills ................................................ .15 (a) County Covenant Not To Sue ........................................................................ 15 (b) Committed Cities Covenant Not To Sue ...................................................... .15
7.3 County Defense of Committed City ...................................................................... 15
7.4 Release Of Committed Cities For Former Rural Landfills .................................... 16
8.0 DEF AULT BY REPUBLIC .............................................................................................. 17
8.1 Circumstances and Notification ............................................................................. 17
8.2 Automatic Tolling Provisions ................................................................................ 17
9.0 OTHER CONSIDERATIONS ........................................................................................... 18
9.1 Committed Cities Access To County Transfer Stations After Expiration Of Waste Delivery Agreements ............................................................................................. 18 9 .2 Coordination Of Efforts ......................................................................................... 18
9.3 Parties Obligations At The End Of Year 19 ......................................................... .18
10.0 MISCELLANEOUS PROVISIONS .................................................................................. 19
10.1 Conditions Precedent to Effectiveness of this Agreement.. .................................. .19
10.2 Authority to Enter Into Settlement Agreement ..................................................... .20
10.3 Dispute Resolution ................................................................................................. 20 (a) Binding Arbitration ........................................................................................ 20 (b) Written Notice ................................................................................................ 20 ( c) Proceedings .................................................................................................... 20 ( d) Arbitration Location and Arbitrator Qualifications ....................................... 20 ( e) Hearings ......................................................................................................... 21 (f) No Right to Jury Trial .................................................................................... 21 11 96 of 270
(g) Arbitration Costs and Award ......................................................................... 22
10.4 Captions ................................................................................................................. 22
10.5 Time is of the Essence ........................................................................................... 22
10.6 Governing Law ...................................................................................................... 22
10.7 Entire Settlement Agreement ................................................................................. 22
10.8 Joint Drafting ......................................................................................................... 22
10.9 Severability ............................................................................................................ 23
10.10 Modification of Settlement Agreement ................................................................. 23
10.11 Application of Settlement Agreement ................................................................... 23 (a) Benefit ............................................................................................................ 23 (b) No Third Party Beneficiaries ......................................................................... 23
10.12 Notification Requirements ..................................................................................... 23
10.13 Interpretation .......................................................................................................... 25
10.14 No Admission of Liability ..................................................................................... 25 111
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Exhibit A:
ExhibitB:
Exhibit C:
ExhibitD:
EXHIBITS
Concession Payment Schedule
Baseline Administrative Costs
Committed Cities Contingent Fund Agreement
County Employees with Knowledge
IV
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CENTRAL DISPOSAL SITE AND FORMER LANDFILLS
SETTLEMENT AGREEMENT
BETWEEN
THE COUNTY OF SONOMA
AND
THE COMMITTED CITIES
The County of Sonoma (the "County") and the Committed Cities (as defined below) ( collectively, the "Parties" and individually any "Party") enter into this Central Disposal Site and Former Landfills Settlement Agreement (hereinafter "Settlement Agreement"), which shall be effective only if all of the conditions precedent set forth in Section 10 .1 below are met.
1.0 RECITALS
Historically, waste throughout the County was disposed of at the Central Disposal Site (as defined below) and one or more of the Former Landfills (as defined below).
Environmental liabilities exist for both the Central Disposal Site and the Former Landfills. The County has informed the cities that, if this Settlement Agreement does not become effective, it intends to pursue the cities, including, if necessary, through litigation, for their share of the costs to address the environmental liabilities associated with the Central Disposal Site and the Farmer Landfills. The Cities dispute their individual exposures for these environmental liabilities and believe that the County is responsible for such liabilities as the owner and operator of the Central Disposal Site and the Former Landfills. Notwithstanding the foregoing, the Committed Cities are enteling into this Settlement Agreement to resolve their disputes with the County and avoid the significant time and expense associated with resolving their disputes through litigation.
The County entered into that certain long term operations agreement for the Central Disposal Site through execution of a Master Operations Agreement with Republic Services of Sonoma County ("Republic") on April 23, 2013. The effectiveness of the Master Operations Agreement is contingent upon several conditions precedent. A condition to the effectiveness of the Master Operations Agreement is that there will be a minimum number of Cities that commit their waste to Republic to be received and processed at the County Facilities (as defmed below) for a 25 year period. A fundamental premise of this Settlement Agreement is that the Parties will send their waste to the County Facilities in accordance with their respective Waste Delivery Agreements (as defined below).
In exchange for the waste commitment and other obligations under this Settlement Agreement, the Committed Cities will receive a full release and indemnity from Republic for all environmental liabilities associated with the Central Disposal Site in perpetuity, with the exception of liabilities associated with other operators at the Central Disposal Site who are not under the control of, or in contract with, Republic (e.g., compost facility and household hazardous waste facility). The County is not granting the Committed Cities a release nor indemnifying the Committed Cities for any liabilities associated with the Central Disposal Site.· #1531558 1 Execution Version
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In addition, in exchange for the County granting Republic an exclusive right to operate the County Facilities, Republic is required to pay County Base Concession Payments ( as defined below) for all waste sent to the County Facilities. Through execution of this Settlement Agreement, the County is agreeing to apply all Base Concession Payments to fund the environmental liabilities associated with the Former Urban Landfills (as defined below) and the expected Baseline Administrative Costs (as defined below). Besides the funds attributable to the Base Concession Payments, this Settlement Agreement also includes the payment to the County of a Committed Cities Contingent Liability Fund (as defmed below) on all Committed City Waste and sets aside four other funds for the benefit of the County and Committed Cities to cover the environmental liabilities associated with the Former Urban Landfills. The four other funds include the CDS Leak Fund ( as defined below), the County Contingent Liability Reserve Fund (as defined below), the Healdsburg Leak Fund (as defined below) and the Sonoma Leak Fund (as defined below). In addition, for purposes of this Settlement Agreement, as between the County and the Committed Cities, the County is agreeing to accept all responsibility for the Former Rural Landfills (as defined below) and is granting the Committed Cities a full release for the Former Rural Landfills.
The County believes that the execution of this Settlement Agreement allows the Parties to achieve a host of other benefits in addition to providing a funding mechanism for the on-going maintenance of the Former Urban Landfills and transferring the environmental liabilities for the Central Disposal Site to Republic. Such benefits include: (i) maintaining an in-County landfill and, therefore, reducing greenhouse gas emissions associated with waste disposal by avoiding unnecessary transportation of waste outside the County; (ii) construction of a materials recovery facility (MRF) at the Central Disposal Site to process and divert recyclable materials from commercial waste and construction and demolition debris waste which will also extend the capacity of the Central Disposal Site; and (iii) ensuring stable and predictable disposal rates and capacity rights for a minimum of 25 years.
As set forth in Section 10.1 below, in the event that the County and some Committed Cities execute this Settlement Agreement, but not enough Committed Cities commit their waste to Republic under the Master Operations Agreement, this Settlement Agreement shall be of no effect.
NOW THEREFORE, the Parties agree as follows:
2.0 DEFINITIONS
To the extent any capitalized terms used in this Settlement Agreement are not specifically defined below, they shall have the meanings defined in the Master Operations Agreement.
"Adjustment Date" means each anniversary of the Effective Date. "Applicable Law" or "Applicable Laws" means any past, present or future (a) statute, law, code, regulation ordinance, rule or common law, including Environmental Laws, (b) permit(s), (c) binding judgment, or binding judicial or administrative order or decree, (d) written directive, guideline, policy requirement or other restriction imposed by any Governmental #1531558 2 Execution Version
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Authority, or ( e) similar form of decision of or determination by, or any written interpretation or administration of any of the foregoing by, any Governmental Authority, in each case, which is applicable to or has an impact on this Settlement Agreement, whether taking effect before or after the Effective Date.
"Base Concession Payment" means the base concession payments paid by Republic to the County, during the initial 20 year term of this Settlement Agreement, in consideration for the County's granting Republic an exclusive right and concession to operate the County Facilities under the Master Operations Agreement. The amounts of the payments are set forth in Exhibit A.
"Base Concession Payment Fund" means that certain fund within the County's Treasury Pool which is maintained and administered by the County Treasurer for receipt of the Base Concession Payments and any interest accrued on said funds. "Baseline Administrative Costs" means the actual baseline administrative costs related to (i) the County's costs to comply with, implement, and/or maintain any and all Master Operations Agreement duties and obligations after the Master Operations Agreement is effective; (ii) the County's costs to comply with, implement, maintain and/or enforce all requirements and obligations under this Settlement Agreement including any and all costs associated with County's administration of all Funds, including the Committed Cities Contingent Liability Fund; and (iii) the County's costs to oversee and maintain work required as a result of the Former Urban Landfills Liability, including all consultant and contractor work required as a result of the Fmmer Urban Landfills Liability. The initial estimated Baseline Administrative Costs, which represent less than 30% of the County's Fiscal Year 2011/2012 budget for the entire solid waste division, is set forth in Exhibit B.
"Central Disposal Site" or "CDS" means that certain real property located at 500 Meecham Road, Petaluma, California, which is comprised of approximately 432 acres. "CDS Leak Fund" means that certain leak fund with a balance of $2,306,347 which has been set aside by the County to address potential leaks in the future of the CDS. "City" or "Cities" means any of the following: the City of Cloverdale, the City of Cotati, the City of Healdsburg, the City of Petaluma, the City of Rohnert Park, the City of Santa Rosa, the City of Sebastopol, the City of Sonoma, and the Town of Windsor. "Closure" means the process by which the CDS, or a portion of the CDS, that is no longer receiving waste, undergoes all operations as required by the approved closure plan and Applicable Law to prepare the CDS ( or portion thereof as appropriate) to enable it to undergo Post-Closure. Closure shall not be complete until the Closure Date. "Closure Date" means the date on which all Governmental Authorities with jurisdiction over Closure of the CDS have accepted Republic's certification that the Landfill has been closed in accordance with Applicable Law, or alternatively when all such Governmental Authorities or the County have indicated in writing that Closure of the CDS has been completed. #1531558 3 Execution Version
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"Committed Cities" mean the Cities that have executed Waste Delivery Agreements.
"Committed Cities Contingent Fund Agreement" means that certain agreement that the Committed Cities have negotiated among themselves that include the terms and conditions surrounding the distribution of the Committed Cities Contingent Liability Fund, a copy of which is attached as Exhibit C.
"Committed Cities Contingent Liability Fund" means the special concession payments paid by Republic to the County on each ton of Committed City Waste for all or a portion of the 25 years of the Waste Delivery Agreements as set forth in Column C of the Concession Payment Schedule (Exhibit A), which fund shall be held by the County in trust on behalf of the Committed Cities in accordance with the terms of the Committed Cities Contingent Fund Agreement.
"Committed City Waste" means all waste committed to the County Facilities by a Committed City under a Waste Delivery Agreement.
"County Administrative Costs" means the Baseline Administrative Costs plus any Unexpected Administrative Costs.
"County Administrative Costs Fund" means the monies collected from the Base Concession Payments that are allocated to pay for the County Administrative Costs, as set forth in Section 6.3 below and any interest accrued on said fund. "County Contingent Liability Reserve Fund" means that certain fund held within the County's Treasury Pool which as of June 30, 2014, has a balance of $10,611,435 and any interest accrued on said fund.
"County Facilities" means the Central Disposal Site, County Transfer Stations, and the Materials Recovery Facility. The term "County Facilities" does not include the compost facility or the household hazardous waste facility which is separately operated by the Sonoma County Waste Management Agency.
"County Transfer Stations" mean those certain transfer stations owned by the County and commonly referred to as the Annapolis Transfer Station, the Central Transfer Station, the Guemeville Transfer Station, the Healdsburg Transfer Station, and the Sonoma Transfer Station.
"Default by Republic" means a material uncured breach of the Master Operations Agreement by Republic and its parent corporation. "Dispute Resolution" means the process set forth in Section 10.3 of this Settlement Agreement.
"Effective Date" means the date this Settlement Agreement becomes effective pursuant to Section 10.1 below.
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"Environmental Condition" means the presence, release, threat of release or existence of any and all Hazardous Substances, leachate and/or landfill gas introduced into, on, over or about the soil, sediment, surface water, storm water or groundwater at CDS and/or any or all of the Former Landfills, including any migration of Hazardous Substances, landfill gas or leachate from CDS and/or any or all of the Former Landfills. "Environmental Law" or "Environmental Laws" means any Applicable Law, as in effect from time to time, relating to air quality, water quality (including surface water, stormwater, groundwater, drinking water, and wastewater discharges), Hazardous Substances, Waste and similar environmental matters, including, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.) the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Porter-Cologne Water Quality Control Act (Cal. Wat. Code§ 13020, et seq.), the Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code§ 25249.5, et seq.), the Hazardous Substance Account Act (Cal. Health & Safety Code§ 25300, et seq.), the California Integrated Waste Management Act of 1989 (Cal. Public Resources Code§ 40000 et seq.), Cal. Health & Safety Code§ 39000 et seq., 14 Cal. Code of Regulations§ 18010 et seq., 23 Cal. Code of Regulations§ 2510 et seq., 27 Cal. Code of Regulations§ 20005 et. seq., and the Hazardous Waste Control Act (Cal. Health & Safety Code§ 25100, et seq.). "Excess Settlement Funds" mean the amount of funds collected by County for the Former Urban Landfills through a separate settlement agreement between the County and a City that does not execute a Waste Delivery Agreement, after deducting the County's actual cost of pursuing the settlement.
"Force Majeure Event" means any occurrence, event, condition or circumstance beyond the reasonable control and without the fault, active negligence, intentional conduct, or misconduct of the County, Republic or a subsequent operator of CDS. Force Maje-µre shall include any of the following events to the extent such event has a direct adverse impact on the Former Urban Landfills, (i) acts of God, fire, explosion, flood, earthquake, severe or adverse weather conditions, or other natural disaster; (ii) acts of any Governmental Authority, including, failure or unanticipated or unjustified delay by the Governmental Authority in issuance, cancellation, or non-renewal of any applicable permit; (iii) acts of war or acts of public enemies, including, embargo, riot and/or civil unrest, civil commotion, insurrection, acts of terrorism or anticipated acts of terrorism, or sabotage; (iv) any labor dispute, including, strike, lockout, slowdown, or picketing; (v) any medical emergency, including, epidemic, regional medical crisis or quarantine; (vi) any failure of suppliers or third persons, including, interruption of services, lack of or shortage of electrical power, equipment or software program malfunction, or other occurrence outside of the ordinary course of business; and/or (vii) any other similar event, condition or circumstance beyond the reasonable control of the affected party and without its fault.
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"Former Landfills" mean collectively, the Former Urban Landfills and the F01mer Rural Landfills.
"Former Rural Landfills" means the three former landfills located at 13450 Pocket Road, Guerneville, CA (i.e., the Guerneville former landfill); 4985 Stoetz Lane, Occidental, CA (i.e., the Occidental former landfill); and 33549 Annapolis Road, Annapolis, CA (i.e., the Annapolis former landfill).
"Former Urban Landfills" means the former landfills located at 4376 Stage · Gulch Road, Sonoma, CA (i.e., the Sonoma former landfill); 7175 Roblar Road, Petaluma, CA 94952 (i.e., the Roblar former landfill); 5200 Slusser Road, Windsor, CA 95492 (i.e., the Airport former landfill); and 166 Alexander Rd, Healdsburg, CA 95448 (i.e., the Healdsburg former landfill).
"Former Urban Landfills Fund" means the monies collected from the County Concession Payments that are allocated to pay for the F01mer Urban Landfills Liability as set forth in Section 6.2 below and any interest accrued on said funds. "Former Urban Landfills Liability" means the costs for the Post-Closure Obligations For The Former Urban Landfills plus all costs and expenses necessary to address Unexpected Events related to the Former Urban Landfills. "Franchise Hauler" means an entity that collects and hauls waste pursuant to a contract, franchise, permit, authorization or license issued by the County or a Committed City, as such franchises, licenses, contracts, permits and authorizations may be amended from time to time.
"Governmental Authority" and "Governmental Authorities" mean either individually or collectively any federal, state, local or other governmental, regulatory or administrative agency, governmental commission, department, board, subdivision, court, tribunal, other governmental arbitrator or arbitral body or other public agency. "Hazardous Substance" and "Hazardous Substances" mean any waste, chemical, material or substance that is listed or regulated, whether presently or in the future, under Environmental Laws as a "hazardous" or "toxic" substance, or any pollutant or contaminant.
"Healdsburg Leak Fund" means that certain leak fund with a balance of $2,567,504 which has been set aside by the County to address potential leaks in the future at the former Healdsburg landfill and any interest accruing on said funds. "Leak Funds" mean collectively the CDS Leak Fund, Healdsburg Leak Fund and the Sonoma Leak Fund and any interest accruing on said funds. "Losses" means any and all damages, assessments, losses, liabilities, judgments, orders, requirements, interest, costs, expenditures, attorneys' fees, debts, liens of any kind and nature whether known or unknown, penalties, fines, interest and expenses, including court costs #1531558 6 Execution Version
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and investigative, remedial, construction, consultant, expert witness, legal, engineering, accounting costs and other fees and expenses.
"Master Operations Agreement" means that certain Agreement for Operation of the Central Landfill and County Transfer Stations between County of Sonoma and Republic Services of Sonoma County, Inc. dated as of April 23, 2013, as may be amended. "Non-Committed City" and "Non-Committed Cities" mean any City or Cities that are not a Committed City and that have not entered into a separate settlement agreement with the County.
"Party" means either the County or a Committed City.
"Parties" mean the County and all Committed Cities.
"Post Closure" means all activities undertaken at a landfill following Closure to maintain the integrity of the containment features and to monitor compliance with applicable performance standards which are consistent with all required plans, permits and Applicable Law. "Post-Closure Obligations For The Former Urban Landfills" means the 30- year anticipated on-site maintenance and monitoring costs for the Former Urban Landfills to be funded by the Base Concession Payments and Leak Funds.
"Prudent Solid Waste Practices" means any of the practices, methods and acts engaged in or approved by a significant portion of the solid waste and landfill industry-during the relevant time period, or any of the practices, methods or acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety, environmental compliance and stewardship and expedition. Prudent Solid Waste Practices is not intended to be the optimum practice, method or act, but rather to be acceptable practices, methods or acts generally and significantly accepted in the solid waste and landfill industry, and specifically in the State of California. At a minimum, Prudent Solid Waste Practices shall be consistent with Applicable Law at the time such practices were followed. "Remediation" means any or all of the following activities, to the extent they relate to or arise from the actual or threatened presence of Environmental Conditions associated with the Former Urban Landfills whether such activity is conducted at one or more of the Former Urban Landfills or off-site of a Former Urban Landfill boundary: (i) monitoring, investigation, sampling, testing, analysis, treatment, cleanup, containment, remediation, removal, burning, mitigation, transportation, disposal, handling, response or restoration work; (ii) any other activities that are reasonably necessary or appropriate or required under Applicable Law or Prudent Solid Waste Practices; (iii) known or rea;mnably foreseeable corrective action as required by the Regional Water Quality Control Board, CalRecycle, or other Governmental Authority; and (iv) preparing, implementing and/or submitting any reports, plans, sampling, analysis, other requests or studies for work identified in (i) through (iii). #1531558 7 Execution Version
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"Republic" means Republic Services of Sonoma County, Inc., a California Corporation, its parent corporation Republic Services, Inc. and includes any third party with whom Republic contracts for operation of the County Facilities. "Settlement Agreement" means this Central Disposal Site and Former Landfills Settlement Agreement Between the County of Sonoma and the Committed Cities and all attachments and Exhibits hereto.
"Sonoma Leak Fund" means that certain leak fund with a balance of $2,170,837 which has been set aside by the County to address potential leaks in the future at the former Sonoma landfill and any interest accrued on said funds. "Third Party" and "Third Parties" mean any entity other than the Parties to this Settlement Agreement.
"Third Party Claim" means any claim by a Third Party.
"Unexpected Administrative Costs" means costs related to: (a) the County's cost to respond to, oversee, and address any Unexpected Event(s ), including any consultant costs and County costs to oversee the consultant(s) work required as a result of such Unexpected Event(s); and/or (b) a change in law or Force Majeure Event causing an increase in the Baseline Administrative Costs.
"Unexpected Event" and "Unexpected Events" mean any and/or all of the following as well as any and all Losses associated with the following: (i) Force Majeure Event(s); (ii) Default by Republic that has an adverse effect on the Post-Closure Obligations for the Former Urban Landfills; (iii)Third Party Claim(s),including any claim identifying the County as a responsible party or potentially responsible party for any Environmental Condition and/or Remediation at the Former Urban Landfills; (iv) Environmental Condition(s) and/or Remediation at or associated with the Former Urban Landfills, including any migration of contamination, landfill gas or leachate from the Former Urban Landfills that needs to be addressed, consistent with, or necessary as a result of, Prudent Sqlid Waste Practices; (v) any Governmental Authority requirement, direction, mandate or order, related to any Environmental Condition and/or Remediation at the Former Urban Landfills; or (vi) any liability imposed under Applicable Laws related to any Environmental Condition and/or Remediation at the Former Urban Landfills.
Unexpected Event does not include: (a) any Unexpected Event for which there are sufficient excess funds available to pay the additional costs, losses or expenses related to that event, out of the Leak Funds and the Former Urban Landfills Fund (the amount of excess funds shall be determined by estimating the then remaining costs for Post-Closure Obligations for the Former Urban Landfills and subtracting that from the balance available in the Leak Funds and the Former Urban Landfills Fund); and (b) the anticipated Post-Closure Obligations For The Former Urban Landfills.
"Waste" means all committed waste by the Cities under the Waste Delivery Agreement with Republic or the County under the terms of the Master Operations Agreement.
The definition of waste may vary by jurisdiction based upon the special circumstances of each jurisdiction as agreed by Republic.
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"Waste Delivery Agreements" mean those certain individual Waste Delivery Agreements executed by a Committed City and Republic whereby a Committed City has agreed to direct its Franchise Hauler to deliver waste to the County Facilities for a term of 25 years. "Water Treatment Plant" means the Subregional Wastewater Treatment and Reclamation System Laguna Plant in Santa Rosa, California.
3.0 COUNTY COMMITMENTS
3.1 NON-COMMITTED CITIES
The County, for the benefit of the County and the Committed Cities, agrees to use reasonable efforts to reach a separate settlement agreement with each City that does not enter into a Waste Delivery Agreement and this Settlement Agreement, to ensure that each such City pays its respective share of environmental liabilities for the Central Disposal Site, Former Urban Landfills and County Administrative Costs. Any Excess Settlement Funds shall be deposited into the Fmmer Urban Landfills Fund and County Administrative Costs Fund in accordance with the allocation set forth in Section 6.
3.2 FORMER RURAL LANDFILLS
For purposes of this Settlement Agreement, as between the County and the Committed Cities, the County agrees to (a) indemnify, release, defend and hold the Committed Cities harmless from any and all damages, fees, costs, claims and liability of any sort arising out of the Farmer Rural Landfills, (b) accept all responsibility for the Former Rural Landfills, and (c) not apply any of the Base Concession Payments to maintenance, monitoring or remediation costs of the Former Rural Landfills. The County agrees to pay for the maintenance, monitoring, and remediation costs of the Former Rural Landfills through use of County general fund monies.
3.3 COUNTY REPRESENTATIONS
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County represents to the Committed Cities that as of the Effective Date there are no Known claims pending or threatened against the County related to ownership, operation or use of the Central Disposal Site or any of the Former Urban Landfills arising out of, based on or resulting from the presence or release of, or exposure to, any Hazardous Substance. For purposes of this representation, the term "Known" means the actual knowledge after reasonable due inquiry of the County employees listed on Exhibit D.
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4.0 FORMER URBAN LANDFILLS LIABILITY
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4.1 FUNDING FOR FORMER URBAN LANDFILLS
(a) FORMER URBAN LANDFILLS FUND
It is anticipated that the Former Urban Landfills Fund will be sufficient to cover the Post-Closure Obligations For The Former Urban Landfills so long as there are no Unexpected Events. Provided there are no Unexpected Events, the County accepts all responsibility for the Post-Closure Obligations For The Former Urban Landfills for 30 years following the Effective Date.
(b) UNEXPECTED EVENTS
If an Unexpected Event impacts the former Sonoma landfill, the County shall use the Sonoma Leak Fund to address the Unexpected Event. If an Unexpected Event impacts the former Healdsburg landfill, the County shall use the Healdsburg Leak Fund to address the Unexpected Event. Notwithstanding the foregoing, should the Committed Cities unanimously decide to apply the Sonoma Leak Fund or Healdsburg Leak Fund to one of the other Former Urban Landfills, they shall provide County with written notice of such intent, and County shall apply such funds as directed by the Committed Cities.
(c) EXHAUSTION OF FUNDS
Upon the occunence of an Unexpected Event, and subject to Section 4.l(b) the County shall use the applicable Leak Funds and the ·Former Urban Landfills Fund to address the Unexpected Event. If the Unexpected Event is not resolved upon the exhaustion of the Leak Funds and the Former Urban Landfills Fund, the mutual covenants not to sue as provided below in Section 7 .2 shall expire.
County shall provide written notice to the Committed Cities within fourteen (14) days after the date of said exhaustion, along with a detailed accounting of the use of the funds specified above and explanation of why and when said funds were exhausted.
(d) GOOD FAITH MEETING PRIOR TO LITIGATION
In the event of an occunence of an Unexpected Event, the County and the Cities agree to meet in good faith within thirty (3 0) days of a notice under subsection ( c) and prior to instituting any litigation against the other party for purposes to determine if a resolution of the issue can be agreed upon. 10 Execution Version
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5.0 COLLECTION OF COUNTY ADMINISTRATIVE COSTS
5.1 FUNDING FOR COUNTY ADMINISTRATIVE COSTS
(a) COUNTY ADMINISTRATNE COSTS FUND
It is anticipated that the County Administrative Costs Fund will be sufficient to cover the Baseline Administrative Costs. On or before September 30, 2015, and every year thereafter, the County shall provide the Committed Cities with a financial accounting of actual County Administrative Costs incurred during the previous one year period. If actual expenses exceed the initial estimate set forth in Exhibit A and require that more Base Concession Payments be allocated to the County Administrative Costs Fund (to the extent funds are available), then, in accordance with Section 6.4, the County shall provide the Committed Cities with notice of the County's intention to implement such adjustment along with documentation identifying where costs were exceeded and said adjustment may occur only after the procedures set forth in Section 6.4 have been followed and the County has met its burden of proof as set forth in Section 6.4. If the actual expenses incurred by the County in a period covered by the annual financial account were less than 80% of the amount allocated to the County Administrative Costs Fund for the same period, then the County shall transfer any excess amounts to the Former Urban Landfills Fund, after leaving a 20% contingency amount in the County Administrative Costs Fund to roll over into the next annual period.
(b) DISPUTE RESOLUTION AND BURDEN OF PROOF
Any dispute concerning payments for County Administrative Costs shall be subject to Dispute Resolution. In any dispute, the County shall provide reasonable documentation to show that such payments were reasonably necessary and made, or incurred, in accordance with Prudent Solid Waste Practices.
6.0 PAYMENTS AND MONIES DISTRIBUTION
6.1 COUNTY BASE CONCESSION PAYMENTS
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(a) PAYMENTFLUCTUATION
The Base Concession Payments will fluctuate over the term of this Settlement Agreement based on actual tons delivered to the County·Facilities. The Base Concession Payments formula is set forth in Exhibit A. The County agrees to waive its rights to collect Base Concession Payments from Republic on Committed City Waste delivered to the County Facilities during the 5-year period commencing the first day of year 21 of the Waste Delivery Agreements and ending the last day of year 25 of the Waste Delivery Agreements except as may be required to cover Baseline Administrative Costs for the final five years of the Master Operations Agreement. Starting in year 21, the Base Concession 11 Execution Version
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Payments on Committed City Waste shall be set by calculating the average annual Baseline Administrative Costs for the previous 5 years. (b) ALLOCATION
The County, for the benefit of the County and each Committed City, shall allocate the Base Concession Payments as set forth in this Section 6 (which includes subsections 6.1 through 6.5).
6.2 FORMER URBAN LANDFILLS FUND
The County shall initially allocate 70% of the Base Concession Payments to the Former Urban Landfills Fund. Consistent with the requirements of this Settlement Agreement, the County shall use the Former Urban Landfills Fund to cover the Parties' obligations for Former Urban Landfills Liability.
6.3 COUNTY ADMINISTRATIVE COSTS FUND
The County shall initially allocate 30% of the Base Concession Payments to the County Administrative Costs Fund.
6.4 ADJUSTMENT OF BASE CONCESSION PAYMENTS PERCENTAGES
(a) COUNTY ADJUSTMENTS
The County shall be entitled to adjust the percentage of the Base Concession Payments allocated to the Former Urban Landfills Fund and/or the County Administrative Costs Fund. Before any adjustment, the County and the Committed Cities shall discuss the change in allocation. The County shall consider any concerns or issues raised by any Committed City prior to proceeding with the allocation adjustment. Any dispute as to the County's allocation adjustment shall be subject to Dispute Resolution. The County shall have the burden of showing any adjustment is reasonable in light of Prudent Solid Waste Practices and is otherwise consistent with the terms of this Settlement Agreement.
6.5 FUND TRACKING; ACCOUNTING AND DISBURSEMENTS
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(a) TRACKING
The County shall provide for the Former Urban Landfills Fund, the County Administrative Costs Fund, the Cities Contingent Liability Fund, and the Base Concession Payment Fund no later than 30 days after the Effective Date of this Settlement Agreement.
(b) ACCOUNTING
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Landfills Fund, the County Administrative Costs Fund, the Committed Cities Contingent Liability Fund and the Base Concession Payment Fund, including a breakdown of each Committed City's contribution to the Former Urban Landfills Fund, the County Administrative Costs Fund, the Cities Contingent Liability Fund and the Base Concession Payment Fund based on the Committed City's delivery of Waste to the County Facilities. Such accounting shall include a report of all interest earned on each of the specified funds.
(c) DISBURSEMENTS
County shall have the right to draw funds from the Former Urban Landfills Fund, the County Administrative Costs Fund and the Base Concession Payment Fund in order to pay for County Administrative Costs and the Former Urban Landfills Liability; provided same is done in compliance with this Settlement Agreement.
6.6 USE OF COUNTY CONTINGENT LIABILITY RESERVE FUND
During the term of this Agreement, the County shall retain the County Contingent Liability Reserve Fund in a separate account to be available to the County to: (i) fund Unexpected Events at the Former Urban Landfills; and/or (ii) be used in connection with unfunded liabilities at the CDS in the event of a Default by Republic.
6.7 USE OF COMMITTED CITIES CONTINGENT LIABILITY FUND
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The Committed Cities Contingent Liability Fund will fluctuate over the term of this Settlement Agreement based on actual tons delivered to the County Facilities.
The Committed Cities Contingent Liability Fund is subject to the following terms and conditions:
(a) Use of the Committed Cities Contingent Liability Fund is limited to: (i) addressing landfill liabilities (Central Disposal Site and/or The Former Urban Landfills); and/or (ii) paying for other expenditures that benefit solid waste ratepayers;
(b) The special concession payment that funds the Committed Cities Contingent Liability Fund shall initially be set at $5/ton and shall be adjusted by the change in the rates for Republic. In addition, said rate may be changed by the Committed Cities in accordance with the terms and conditions of Exhibit C; ( c) The Committed Cities must give County notice at least 90 days in advance of the Adjustment Date of any change to the amount of the surcharge; ( d) Committed Cities shall defend and indemnify the County against any challenge brought related to the special concession payment that funds the Committed Cities Contingent Liability Fund. In the event that any challenge is also brought against the collection of any other concession fees collected by the County, any defense and indemnity shall be prorated on equitable principles. The 13 Execution Version
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Committed Cities shall have the sole right to: (i) select counsel to provide such defense; (ii) direct such defense; and (iii) determine the terms to resolve all claims. The County shall cooperate fully with the Committed Cities, including timely complying with all reasonable requests by the Committed Cities with respect to such defense; and
(e) There shall be no disbursement of funds in the Committed Cities Contingent Liability Fund without approval of the Committed Cities in accordance with the terms and condition of Exhibit C.
7.0 INDEMNITY, RELEASE AND COVENANT NOT TO SUE BETWEEN THE
COUNTY, REPUBLIC AND THE COMMITTED CITIES
7.1 INDEMNITY AND RELEASE FOR CENTRAL DISPOSAL SITE
(a) REPUBLIC INDEMNITY AND RELEASE
As set forth in the Waste Delivery Agreements, each Committed City shall receive an unconditional and full indemnity and release from Republic for all environmental liabilities associated with the Central Disposal Site; with the exception that Republic shall not indemnify the Committed Cities for liabilities associated with operators other than Republic (e.g., compost facility and household hazardous waste facility) at CDS.
Notwithstanding the foregoing, the nature, extent and scope of Republic's release and indemnification shall be governed by the relevant terms in the Waste Delivery Agreements. In no event shall the County be liable or responsible for, or otherwise guarantee, Republic's compliance with the Waste Delivery Agreements, including Republic's indemnification obligations, release and covenant not to sue. Notwithstanding the foregoing, County shall pursue to conclusion all its rights and remedies against Republic, its parent corporation and sureties under the Master Operations Agreement, and pursue the Non-Committed Cities, before pursuing any Committed City for any liability associated with the CDS. The County is not providing any form ofrelease or indemnification to the Committed Cities for any liability associated with the CDS. (b) COUNTY COVENANT NOT TO SUE
The County covenants not to sue in perpetuity the Committed Cities for any and all environmental liabilities associated with the Central Disposal Site except (1) for environmental liabilities excluded from Republic's assumed liabilities under the Master Operations Agreement ( e.g., environmental liabilities associated with operators other than Republic (e.g.,compost facility and the household hazardous waste facility)) at the Central Disposal Site; (2) where there is a material breach by Republic of the Master Operations Agreement which results in Republic's failure to carry out its closure, post closure, remediation and/or indemnity obligations at the Central Disposal Site; and/or (3) when a Committed City is in material default of its Waste Delivery Agreement, in which case and at which time the County's covenant not to sue shall expire as to the Committed City only.
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( c) COMMITTED CITIES COVENANT NOT TO SUE
The Committed Cities covenant not to sue in perpetuity the County for any and all environmental liabilities associated with the Central Disposal Site except (1) for environmental liabilities associated with other operators ( e.g., compost facility and the household hazardous waste facility) at the Central Disposal Site; (2) where there is a material breach by Republic of the Master Operations Agreement which results in Republic's failure to carry out its closure, post-closure, remediation and/or indemnity obligations at the Central Disposal Site; (3) when the County is in material default of the Master Operations Agreement; and/or ( 4) in the event that the County brings an action against a Committed City or Committed Cities pertaining to the Central Disposal Site.
7.2 COVENANT NOT TO SUE FOR FORMER URBAN LANDFILLS
(a) COUNTY COVENANT NOT TO SUE
The County covenants not to sue the Committed Cities for the thirty (30) years following the Effective Date for any and all environmental liabilities associated with the Former Urban Landfills except for any and all environmental liabilities associated with an Unexpected Event. Upon the occurrence of an Unexpected Event, the County shall exhaust all applicable Leak Funds and the Former Urban Landfills Fund to address the Unexpected Event, prior to initiating any lawsuit against the Committed Cities for any environmental liabilities associated with the Former Urban Landfills. If any such lawsuit is initiated against the Committed Cities, the County shall additionally name the Non-Committed Cities as codefendants. Notwithstanding the foregoing, to the extent the Unexpected Event is caused by an alleged breach by Republic under the Master Operations Agreement, County shall pursue to conclusion any and all remedies against Republic before pursuing any Committed City for any liability associated with the Former Urban Landfills, including without limitation, suing Republic and its parent guarantor. (b) COMMITTED CITIES COVENANT NOT TO SUE
The Committed Cities covenant not to sue the County for the thirty (30) years following the Effective Date for any and all environmental liabilities associated with the Former Urban Landfills except in the event that (a) the County sues the Committed Cities for any and all environmental liabilities associated with an Unexpected Event; and/or (b) the County breaches this Agreement.
7.3 COUNTY DEFENSE OF COMMITTED CITY
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The County shall pay for the common defense of the Committed Cities in the event a Non-Committed City asserts a claim against any such Committed City as a result of the County pursuing any Non-Committed City for environmental liabilities for the Former Urban Landfills. The County shall have the sole right to (i) select counsel to provide such defense; (ii) direct such defense; and (iii) determine the terms to resolve all claims. Any Committed City entitled to the defense provided in this Section 7.3 of this Settlement Agreement, shall cooperate 15 Execution Version
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fully with the County, including timely complying with all reasonable requests by the County with respect to such defense. The Parties agree that the Committed Cities and the County through this Agreement, the Master Operations Agreement and the Waste Delivery Agreements will be making a fair and reasonable contribution to the Post-Closure Obligations for the Former Urban Landfills. The Committed Cities hereby understand and acknowledge that: (a) pursuant to Section 14.4 of the Master Operations Agreement, County has assigned to Republic the Assigned Environmental Claims ( as defined in the Master Operations Agreement) associated with the Central Disposal Site; and (b) pursuant to Section 15.l(h) of the Master Operations Agreement, Republic is obligated to defend and indemnify the Committed Cities and the County for any claim asserted by a Third Party as a result of, related to or arising from Republic's actions to pursue an entity for any Assigned Environmental Claim ( as defined in the Master Operations Agreement).
7.4 RELEASE OF COMMITTED CITIES FOR FORMER RURAL
LANDFILLS
The County shall release the Committed Cities from all liabilities for the Former Rural Landfills. Without limiting the generality of the foregoing:
COUNTY DOES HEREBY RELEASE, HOLD HARMLESS AND FOREVER
DISCHARGE THE COMMITTED CITIES AND EACH OF THEM FROM
ANY AND ALL LOSSES, IN EACH CASE, OF ANY KIND OR
CHARACTER, WHETHER KNOWN OR UNKNOWN, HIDDEN OR
CONCEALED, TO THE PERSON OR PROPERTY OF COUNTY, ITS
SUCCESSORS AND ASSIGNS, RESULTING FROM OR ARISING OUT OF (1) THE PAST, PRESENT, CONTINUED AND FUTURE SCREENING,
ACCEPTANCE, DISPOSAL, TREATMENT, SORTING, HANDLING AND
PROCESSING OF WASTE, HAZARDOUS SUBSTANCES OR OTHER
MATERIAL AT OR IN THE FORMER RURAL LANDFILLS; (2) THE
DISPOSAL OF WASTE COMING FROM THE COMMITTED CITIES TO
THE FORMER RURAL LANDFILLS; (3) ANY CLOSURE AND POSTCLOSURE OBLIGATIONS RELATING TO THE FORMER RURAL LANDFILLS; (4) ANY ENVIRONMENTAL CONDITION OR
REMEDIATION RELATING TO THE FORMER RURAL LANDFILLS; OR (5)
THE OWNERSHIP, OPERATION, MAINTENANCE, REMEDIATION,
CLOSURE AND/OR POST-CLOSURE OF THE FORMER RURAL
LANDFILLS. COUNTY HEREBY WAIVES ANY AND ALL RIGHTS AND
BENEFITS THAT IT NOW HAS, OR IN THE FUTURE MAY HA VE
CONFERRED UPON IT BY VIRTUE OF THE PROVISIONS OF SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY
OTHER STATUTE OR COMMON LAW PRINCIPLES OF SIMILAR
EFFECT), WHICH PROVIDES AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
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FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HA VE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR.
IN THIS CONNECTION, COUNTY HEREBY AGREES, REPRESENTS, AND
WARRANTS THAT IT REALIZES AND ACKNOWLEDGES THAT
FACTUAL MATTERS NOW UNKNOWN TO IT MAY HA VE GNEN OR
MAY HEREAFTER GIVE RISE TO CLAIMS THAT ARE PRESENTLY
UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND IT FURTHER.
AGREES, REPRESENTS, AND WARRANTS THAT THIS RELEASE HAS
BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT
REALIZATION AND IT NEVERTHELESS HEREBY INTENDS TO
RELEASE THE COMMITTED CITIES FROM THE LOSSES AND MATTERS DESCRIBED IN THIS SECTION.
NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, THIS
RELEASE SHALL NOT RELEASE THE COMMITTED CITIES FROM ANY OBLIGATIONS THEY MAY HA VE UNDER TIDS AGREEMENT.
County's Initials~
Notwithstanding the lregoing, the release set fo1th herein shall not preclude County from pursuing, and County hereby expressly reserves its right to pursue, all Third Parties (which expressly exclude any entity released hereby) for any matter covered by the release set fo1th in this Section.
8.0 DEFAULTBYREPUBLIC
8.1 CIRCUMSTANCES AND NOTIFICATION
In the event there has been a Default by Republic under the Master Operations Agreement, the County shall provide written notification as set f01th in Section 10.12 belowto each Committed City within fifteen (15) business days after the County determines that there has been a Default by Republic. As set forth in Article 7 above, and pursuant to the te1ms and conditions set forth in Article 7, the County shall pursue its remedies against Republic, its parent guarantor and sureties under the Master Operations Agreement before pursuing any Committed City for unfunded liabilities, unless a Committed City is in material default of its Waste Delivery Agreement.
8.2 AUTOMATIC TOLLING PROVISIONS
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Upon notice to each Committed City of a Default by Republic, the Parties hereby agree to the automatic tolling of any and all Federal, State, legal and equitable claims of any sort concerning the matters described in this Settlement Agreement until such time as the County concludes pursuing its remedies against Republic, the parent guarantor and its sureties.
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9.0 OTHER CONSIDERATIONS
9.1 COMMITTED CITIES ACCESS TO COUNTY TRANSFER STATIONS
AFTER EXPIRATION OF WASTE DELIVERY AGREEMENTS
Upon the expiration of the Waste Delivery Agreements, the County agrees to allow any of the Committed Cities to deliver their Waste to those County Facilities that Republic returns back to the County in exchange for the Committed City paying the same rate charged self-haul customers for the processing of such Waste and subject to the County having capacity for such Waste after granting first priority to Waste delivered from the unincorporated County.
9.2 COORDINATION OF EFFORTS
The Parties understand and acknowledge that actions taken by the Sonoma County Waste Management Agency could negatively or positively impact the benefits derived by, or obligations imposed upon, the Parties under this Settlement Agreement, the Waste Delivery Agreements and/or the Master Operations Agreement. Therefore, the Committed Cities and the County mutually agree to ensure that their respective representative to the Sonoma County Waste Management Agency is: (a) fully aware of the benefits and obligations under the Master Operations Agreement, this Settlement Agreement and the Waste Delivery Agreements; and (b) directed not to take any actions that could materially impact the Parties benefits or obligations under the Master Operations Agreement, the Waste Delivery Agreements or this Settlement Agreement without first seeking approval of the Party's appointing authority.
9.3 PARTIES OBLIGATIONS AT THE END OF YEAR 19
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At the end of the 19th year of the Waste Delivery Agreements, and every 10 years thereafter, the pruiies shall meet and confer in good faith to assess the on-going post closure maintenance costs of the Former Urban Landfills. In the event the Parties fail to agree upon the appropriate amount of funding to disburse, retain or collect in connection with the on-going Post Closure Obligations For The Former Urban Landfills, the Parties shall retain a mutually agreeable third party consultant to provide a recommendation on the scope of Post Closure. The Committed Cities shall provide the County with a list of potential third party consultants satisfactory to the Committed Cities and the County shall select the actual third party consultant from that list. The consultant's assessment shall also include a cost estimate for the scope of Post Closure for each of The Former Urban Landfills. If the Parties are unable to agree on what to do with the Former Urban Landfills Fund, the County shall continue to retain and have access to the Former Urban Landfills Fund. In the event the County receives a closure letter or similar commitment from the government agency with oversight for the remediation and closure of one or more of the Former Urban Landfills which provides a basis for the Parties to conclude that not all of the remaining Former Urban Landfills Fund or applicable Leak Funds are required to meet potential 18 Execution Version
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future regulatory costs, then all or a portion of the Former Urban Landfills Fund shall be distributed to the Parties based on their respective percentage contributions into the Fmmer Urban Landfills Fund. Any dispute as to whether there should be a distribution is subject to Section 10 .3 Dispute Resolution with the understanding that the scope of the arbitrator's responsibility is limited only to this issue and not to any liability determination.
10.0 MISCELLANEOUS PROVISIONS
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10.1 CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS
AGREEMENT
The Effective Date of this Settlement Agreement shall not occur until the following conditions have been met:
A. Waste Flow Commitments.
All of the Committed Cities listed below shall have entered into Waste Delivery Agreements with Republic for a minimum period of25 years. The Committed Cities that must enter into such Waste Delivery Agreements to satisfy this condition are: Cloverdale, Cotati, Healdsburg, Rohnert Park, Santa Rosa, Sebastopol, Sonoma and the Town of Windsor.
B. Central Disposal Site and Central Disposal Site Expansion Permits.
County shall have received a solid waste facilities permit, waste discharge requirements, NPDES permit, and leachate disposal permit from the Santa Rosa Subregional Water Treatment Plant, agreement from Cotati for use of its sewer line and all other permits required for the operation of the Central Disposal Site and the construction and operation of an additional 9 million cubic yards of new disposal capacity at the Central Disposal Site. The parties acknowledge that Rohnert Park has provided notice to the County of termination of the existing sewer agreement effective December 6, 2015. The County is currently negotiating with the City of Cotati for access to Cotati' s sewer line for conveying leachate :from the pipeline to the Water Treatment Plant.
C. Delivery of Republic's Financial Security Instruments to County.
Republic shall have delivered to County its proof of insurance, bond, letters of credit and signed and duly authorized parent company corporate guaranty.
D. City Execution of Settlement Agreement
Each Committed City shall have duly executed this Settlement Agreement. 19 Execution Version
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E. Amendment of the Master Operations Agreement
County and Republic shall enter into an amendment to the Master Operations Agreement to provide for: (1) the additional 5 year waste commitment term; (2) the collection of the Committed Cities Contingent Liability Fund; and (3) use of the Transfer Stations by the Committed Cities at fair market rates following the expiration of the 25 year waste commitment term.
F. City Execution of Committed Cities Contingent Fund Agreement Each Committed City shall have duly executed the Committed Cities Contingent Fund Agreement.
10.2 AUTHORITY TO ENTER INTO SETTLEMENT AGREEMENT
By executing this Settlement Agreement, each Party represents that its respective signatories to this Settlement Agreement are fully authorized to enter into this Settlement Agreement on the Party's behalf and to legally bind the Party to this Settlement Agreement.
10.3 DISPUTE RESOLUTION
(a) Binding Arbitration
Except as otherwise specifically provided for in this Settlement Agreement, any dispute between the Parties or between the County and any Committed City shall be resolved by binding arbitration in accordance with California Code of Civil Procedure Section 1280 et. seq. (the "Act").
(b) Written Notice
A request pursuant to this Section 10.3 of this Settlement Agreement shall be pursuant to written notice as set forth in Section 10.12 of this Settlement Agreement.
( c) Proceedings
Arbitration proceedings will be determined in accordance with the Act, the thencurrent JAMS Streamlined Arbitration Rules, and the terms of this Section 10.3 of this Settlement Agreement.
( d) Arbitration Location ,and Arbitrator Qualifications The Parties involved in the dispute shall seek to agree on a mutually acceptable provider organization for administration of the arbitration proceeding. If the parties are unable to agree within 20 days after delivery by a Party of the written notice requesting arbitration, the arbitration shall be administered by JAMS and conducted in Sonoma County, California. If JAMS is unwilling or unable to (i) 20 Execution Version
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serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the County may designate another arbitration organization with similar procedures to serve as the provider of arbitration.
All claims shall be determined by one arbitrator. The arbitrator shall have at least 5 years direct experience with environmental remediation at solid waste facilities and shall be independent of, and unaffiliated with, each Party ( and shall not ever have been an employee of any Party, under contract with any Party in the past 5 years or acted as an arbitrator for any Party within the past 5 years). If the Parties are unable to select an arbitrator within 20 days after the provider organization for administration of the arbitration proceeding has been determined, the organization administering the arbitration shall select a qualified arbitrator from its panel. ( e) Hearings
The arbitration hearings shall commence within 90 days of the demand for arbitration and close within 45 days of commencement and, the decision of the arbitrator shall be issued within 45 days of the close of the hearing. The Parties shall have the right to such discovery as permitted by California Code of Civil Procedure §1283.05. The arbitrator shall provide a concise written statement of the reasons for the decision. The arbitration decision may be submitted to any court having jurisdiction to be confirmed and have judgment entered and enforced.
(f) No Right to Jury Trial
By agreeing to binding arbitration, the Parties irrevocably and voluntarily waive any right they may have to a trial by jury as permitted by Law in respect of any claim; provided, however, with respect to any dispute arising from events which, in either Party's reasonable judgment, create an'emergency condition or other condition which if not immediately resolved will substantially and adversely affect the rights and/or interests of one Party or the other and, as such, requires immediate and decisive action by one or both of the Parties for its resolution, then either the Committed City or County may take such action, including filing court actions, as either of them deems reasonably necessary to preserve such Party's rights under this Settlement Agreement, without first subjecting such dispute to arbitration under this Section 10.3. During the pendency of any arbitration proceeding, the time for ( a) performance of any obligation, (b) exercise of any right, and ( c) cure of any default, arising under or by virtue of this Settlement Agreement, which is the subject of or directly relates to the matter being arbitrated in such proceeding, shall be tolled, and extended for a period equal to the amount of time consumed by the arbitration process, and ending ten (10) business days after the rendering of the written final decision in the arbitration proceeding as to such matter. WHETHER OR NOT THE CLAIM IS
DECIDED BY ARBITRATION, THE PARTIES AGREE AND
UNDERSTAND THAT THE EFFECT OF THIS SETTLEMENT
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AGREEMENT IS THAT THEY ARE GIVING·up THE RIGHT TO TRIAL BY JURY TO THE EXTENT PERMITTED BYLAW.
(g) Arbitration Costs and A ward
Any of the sides involved in the arbitration shall evenly split the cost of any arbitration under this Section 10.3 of the Settlement Agreement. Any monetary award to any party to an arbitration proceeding shall, as appropriate, include interest owed on amounts due, with interest charged at a rate equal to the then current interest rate earned by the County Treasury investment pool plus 200 basis points.
10.4 CAPTIONS
The captions used in this Settlement Agreement have been inserted only for convenience of reference and do not modify, explain, enlarge or restrict any of the provisions of this Settlement Agreement.
10.5 TIME IS OF THE ESSENCE
Time is of the essence of each term of this Settlement Agreement. Without limiting the generality of the foregoing, all times provided for in this Settlement Agreement for the performance of any act shall be strictly construed.
10.6 GOVERNING LAW
This Settlement Agreement and the obligations of the Parties hereunder shall be governed by and construed and enforced in accordance with the substantive and procedural laws of the State of California, without regard to rules on choice of law.
10.7 ENTIRE SETTLEMENT AGREEMENT
This Settlement Agreement contains the sole and entire agreement and understanding of the Parties with respect to the entire subject matter hereof, and any and all prior discussions, negotiations, commitments and understandings related hereto. No representations, oral or otherwise, express or implied, other than those contained herein have been made by any Party hereto. No other agreements not specifically referred to herein, oral or otherwise, shall be deemed to exist or to bind any of the Parties.
10.8 JOINT DRAFTING
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The Parties have participated jointly in the negotiation and drafting of this Settlement Agreement. In the event of ambiguity or question of intent or interpretation arises, this Settlement Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring 22 Execution Version
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or disfavoring any Party by virtue of the authorship of any provision of this Settlement Agreement.
10.9 SEVERABILITY
If any provision of this Settlement Agreement or application thereof to any person, Party or circumstance shall to any extent be invalid or unenforceable, the remainder of this Settlement Agreement or the application of such provision to any person, Party or circumstance other than those as to which it is held invalid or unenforceable shall not be affected thereby and each remaining provision of this Settlement Agreement shall be valid and enforceable to the fullest extent permitted by law.
10.10 MODIFICATION OF SETTLEMENT AGREEMENT
This Settlement Agreement may only be modified upon written agreement of the Parties hereto.
10.11 APPLICATION OF SETTLEMENT AGREEMENT
(a) Benefit
This Settlement Agreement shall apply to, be binding upon, and inure to the benefit of, the Parties and their respective board of supervisors, city council members, officers, directors, employees, predecessors, successors and assigns. (b) No Third Party Beneficiaries
This Settlement Agreement is not intended to create or grant any rights, contractual or otherwise, in any third party beneficiaries.
10.12 NOTIFICATION REQUIREMENTS
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Any notice required under this Settlement Agreement shall be effective only if in writing and delivered in person or sent by telecopy, email, certified or registered mail return receipt requested, or traceable overnight delivery service, to the following designees:
County of Sonoma:
Name:
Address:
With a Copy to:
County Administrator
County of Sonoma
575 Administration Drive, Room 104A
Santa Rosa, CA 95403
County Counsel
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For Each Committed City:
City of Cloverdale
Name:
Address:
With a Copy to:
City of Healdsburg
Name:
Address:
With a Copy to:
Town of Windsor
Name:
Address:
With a Copy to:
City of Santa Rosa
Name:
Address:
With a Copy to:
City of Sebastopol
Name:
Address:
With a Copy to:
City Manager
City of Cloverdale
124 N. Cloverdale Blvd.
Cloverdale, CA 95425
City Attorney
City Manager
City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
City Attorney
Town Manager
Town of Windsor
9291 Old Redwood Highway, Suite 400
Windsor, CA 95492
City Attorney
City Manager
City of Santa Rosa
100 Santa Rosa A venue
Santa Rosa, CA 95404
City Attorney
City Manager
City of Sebastopol
7120 Bodega Avenue
P.O. Box 1776
Sebastopol, CA 95473
City Attorney
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10.13 City of Rohnert Park
Name: City Manager
City of Rohnert Park
Address: 130 Avram Avenue
Rohnert Park, CA 94928
With a Copy to: City Attorney
City of Sonoma
Name: City Manager
City of Sonoma
Address: No. 1 The Plaza
Sonoma, CA 95476
With a Copy to: City Attorney
City of Cotati
Name: City Manager
City of Cotati
Address: 201 W. Sierra A venue
Cotati, CA 94931
With a Copy to: City Attorney
INTERPRETATION
In this Agreement, unless a clear contrary intention appears:
(a) the singular number includes the plural number and vice versa; (b) "hereunder," "hereof," "hereto," "herein" and words of similar import are references to this Agreement as a whole and not to any particular Section or other provision hereof or thereof;
( c) "including" ( and with correlative meaning "include") means including without limiting the generality of any description preceding such term; (d) relative to the determination of any period of time, "from" means "from and including," "to" means "to but excluding" and "through" means "through and including;" and
( e) reference to any "day" shall mean a calendar day unless otherwise specified.
10.14 NO ADMISSION OF LIABILITY
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By execution of this Settlement Agreement, no Party admits any facts, liabilities or conclusions of law. Except for disputes between the Parties related to this Settlement Agreement, nothing in this Settlement Agreement shall constitute or be construed, considered, offered or admitted in whole or in part in any forum or 25 Execution Version
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proceeding as evidence of an admission or evidence of fault or liability of any kind.
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IN WITNESS WHEREOF, this Settlement Agreement shall be effective as of the Effective Date.
City of Cloverdale
Dated: ----------
City of Cotati
Dated: ·----------
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Name:
By: ✓~~/ Suan Gorin
Title: Chair of the Board of Supervisors
APPROVED AS TO FORM FOR COUNTY
OFSONOMA~
~~~! Bratton
Title: Assistant County Counsel
By: _____________ _
Name: -------------
Title: -------------
APPROVED AS TO FORM FOR CITY OF
CLOVERDALE:
By: ____________ _
Name: Jose Sanchez
Title: City Attorney
By: _____________ _
Name: ------------- Title: -------------
APPROVED AS TO FORM FOR CITY OF
COTATI:
By: ____________ _
Name: Robin Donoghue
Title: City Attorney
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IN WITNESS WHEREOF, this Settlement Agreement shall be effective as of the Effective Date.
County of Sonoma
Dated: ·---------
City of Cloverdale
Dated: ---------
City of Cotati
Dated:::WAAtv\ I&, .;l,D I 5
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By: _____________ _
Name: David Rabbitt
Title: Chairman of the Board of Supervisors
APPROVED AS TO FORM FOR COUNTY
OF SONOMA:
By: ____________ _
Name: Sheryl Bratton
Title: Assistant County Counsel
By: _____________ _
Name: ------------ Title: -------------
APPROVED AS TO FORM FOR CITY OF
CLOVERDALE:
By: _______ ~---
Name: Jose Sanchez
Title: Cio/ittom:y . / ;/ J7 A.
By:_~~=--------'=----"-~~'------
Name: Da,,rn\-en O1'0:,tf,
Title: i\:e;+, VI J Ci :by M C(;YLAo-t,
APPROVED AS TO FORM FOR CITY OF
COTATI:
~~~o~· Title: City Attorney
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IN WITNESS WHEREOF, this Settlement Agreement shall be effective as of the Effective Date. ·
County of Sonoma
Dated: ---------
City of Cloverdale
Dated: 1 l--/l0 ,.)..o \\..-\
City of Cotati
Dated: ---------
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By: _____________ _
Name: David Rabbitt
Title: Chairman of the Board of Supervisors
APPROVED AS TO FORM FOR COUNTY
OF SONOMA:
By: ____________ _
Name: Sheryl Bratton
Title: Assistant County Counsel
APPROVED AS TO FORM FOR CITY OF
CLOVERDALE:
By: ~~~~~.._,__
N~ez
Tille: City Attorney
By:. _____________ _
Name: -------------
Title: -------------
APPROVED AS TO FORM FOR CITY OF
COTATI:
By: ____________ _
Name: Robin Donoghue
Title: City Attomey
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City of HeaJdsbuT _
Dated: 3 / O' f '5
City of Rohnert Park
Dated: ·---------
City of Santa Rosa
Dated: ---------
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By:jJ ..
Name: David Mickaelian
Title: City Manager
APPROVED AS TO FORM FOR CITY OF
HEALDSBURG:
By:~~
Name: Robin Donoghue
Title: City Attomey
By: ____________ _
Name:. ___________ _
Title: ·------------
APPROVED AS TO FORM FOR CITY OF
ROHNERT PARK:
By: ___________ _
Name: Michelle Marchetta Kenyon
Title: City Attomey
By:. ____________ _
Name: ----------~- Title: ------------
APPROVED AS TO FORM FOR CITY OF
SANTA ROSA:
By: ____________ _
Name: Caroline Fowler
Title: City Attorney
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City of Healdsburg
Dated: ---------
City of Rohnert Park
Dated: ---------
City of Santa Rosa
Dated: J / ti I l $
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By: _____________ _
Name: ------------- Title: -------------
APPROVED AS TO FORM FOR CITY OF
HEALDSBURG:
By: ____________ _
Name: Robin Donoghue
Title: City Attorney
By: --------------
Name: ------------- Title: ·-------------
APPROVED AS TO FORM FOR CITY OF
ROHNERT PARK:
By: ____________ _
Name:
Title:
Michelle Marchetta Kenyon
City Attorney
By:~
Name: c;;.~ ~~vv?\.)
Title: Cl,~ ~~
APPROVED AS TO FORM FOR CJTY OF
SANTA ROSA:
By:~~~
·Name: Caroline Fowler '---"'
Title: City Attorney
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City of Healdsburg
Dated:. _______ ~_
City of Rohnert Park
Dated:~311~,tj
City of Santa Rosa
Dated: , ________ _
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By: ___________ _
Name: ___________ _
Title: ___________ ~_
APPROVED AS TO FORM FOR CITY OF
HEALDSBURG:
By:. ____________ _
Name: RobinDonoghue
Title: City Attorney
APPROVED AS TO FORM FOR CITY OF
RO RT
Michelle Marchetta l enyon
City Attorney
By: ___________ _
Name:. ___________ _
Title:. ____________ _
APPROVED AS TO FORM FOR CITY OF
SANTA ROSA:
By: ___________ _
Name: Caroline Fowler
Title: City Attorney
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City of Seb~stopol
Dated: Ii.-( l-{I 'I
City of Sonoma
Dated: ________ _
Town of Windsor
Dated: ________ _
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APPROVED AS TO FORM FOR CITY OF
SEBASTOPOL:
Name:LarryMcLat B~ ~~~e::::==-
Title: City Attomey
By: ___________ _
Name:. ___________ _
Title: ___________ _
APPROVED AS TO FORM FOR CITY OF
SONOMA:
By: ___________ _
Name: Jeffrey Walter
Title: City Attorney
By:. ___________ _
Name: ------------ Title: -------------
APPROVED AS TO FORM FOR TOWN OF
WINDSOR:
By: ___________ ~
Name: Robin Donoghue
Title: Town Attorney
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City of Sebastopol
Dated: ---------
,,
City of Sonoma
Dated: ---------
Town of Windsor
Dated: · /? . tf ~/ t
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By: ____________ _
Name: ------------ Title: -------------
APPROVED AS TO FORM FOR CITY OF ,
SEBASTOPOL:
By: ____________ _
Name: Larry McLaughlin
Title: City Attorney
By: ____________ _
Name: ------------ Title: -------------
APPROVED AS TO FORM FOR CITY OF
SONOMA:
By: ___________ _
Name: Jeffrey Waltel'
Title: C1ty Attorney
APPROVED AS TO FORM FOR TOWN OF
WINDSOR:
By:~~
Name: Robin Donoghue
Title: Town Attorney
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City of Sebastopol
Dated: ---------
City of Sonoma
Town of Windsor
Dated: ---------
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By: ___________ _
Name: ------------ Title: ------------
APPROVED AS TO FORM FOR CITY OF
SEBASTOPOL:
By: ___________ _
· Name: Larry McLaughlin
Title: City Attorney
By:~
Name: /:4,11aL£ t;be2ad/lrTZJ
Title: 6zy/21"4Al&.Gc.,e
APPROVED AS TO FORM FOR CITY OF
SONOMA:
By:~~ Name:/%~
Title//Ci1 ey
By: ___________ _
Name: ------------ Title: ------------
APPROVED AS TO FORM FOR TOWN OF
WINDSOR:
By: ___________ _
Name: Robin Donoghue
Title: Town Attorney
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City of Sebastopol
Dated: ---------
City of Sonoma
Dated: ---------
Town of Windsor
Dated: ---------
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By: ____________ _
Name: -------------
Title: -------------
APPROVED AS TO FORM FOR CITY OF
SEBASTOPOL:
By: ____________ _
Name: Larry McLaughlin
Title: City Attorney
By: _____________ _
Name: ------------- Title: ·-------------
APPROVED AS TO FORM FOR CITY OF
SONOMA:
By: ____________ _
Name: Jeffrey Walter
Title: City Attorney
By: _____________ _
Name: ------------- Title: -------------
APPROVED AS TO FORM FOR TOWN OF
WINDSOR:
By: ____________ _
Name: Robin Donoghue
Title: Town Attorney
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Total Annual Tons
Less than 200,000 tons
200,000 - 225,000 tons
225,001 -250,000
250,001 - 275,000
275,001 - 300,000
325,001 - 350,000
More than 350,000 tons
NOTES:
EXHIBIT A
CONCESSION PAYMENT SCHEDULE
A
Base Concession
Payment on
Committed Waste and
Self Haul Waste ($/ton)
$15.75
$13.75
$12.25
$11.00
$10.00
B
Special
Concession
Payment on
Committed
County Waste
and Self Haul
Waste
$1.00
$1.00
$1.00
$1.00
$1.00
C
Special Concession
Payment on
Committed City
Waste
$5.00
$5.00
$5.00
$5.00
$5.00
1. The above rates would be the initial rates starting in 2014. The rates in the above table would all be adjusted annually by the same inflation adjustment factor applicable to the Contractor Service Fee, as described in Section 11.4 A of the MOA.
2. The Base Concession Payment would start at $9.25 for the initial operating year and then be adjusted annually based on changes in total tonnage delivered during the previous 12 months.
3. The Special Concession Payment on Committed City Waste would start at $5.00 for the initial operating year and be adjusted annually by the same inflation adjustment factor applicable to the Contractor Service Fee, as described in Section 11.4 A of the MOA. In addition, the Committed Cities may make other adjustments to the Special Concession Payment on Committed City Waste in the Committed Cities' discretion as further set forth in Exhibit C. County shall implement said adjustments to the Special Concession Payment on Committed City Waste, (to take effect on an Adjustment Date), by providing Contractor with written notice at least 60 days prior to the Adjustment Date.
4. The Special Concession Payment on Committed County Waste and Self Haul Waste (Column B) would start at $1.00 for the initial operating year and then be adjusted annually by the same inflation adjustment factor applicable to the Contractor Service Fee, as described in Section 11.4 A of the MOA. In addition, County may make other adjustments to the Special Concession Payment on Committed County Waste, to take effect on an Adjustment Date, by providing Republic with written notice at least 60 days prior to the Adjustment Date.
5. Both the Base Concession Payment (Column A) and the Special Concession Payment (Column B) will be charged on all Committed City Waste during the term of the Waste Delivery Agreements, provide~, however, that County agrees to waive the then current Base Concession Payment for Republic and all Committed Cities on Committed City Waste during the last 5 years of the 25 year term of the Waste Delivery Agreements. For #1531558 30 Execution Version
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example, during the first year of the Term, Republic would pay County $14.25 per ton of Committed City Waste.
6. Both the Base Concession Payment on County Committed Waste and Self-Haul Waste and the Special Concession Payment on Committed County Waste and Self Haul Waste will be charged throughout the Committed Waste Period and the County Facilities Operation Period. For example, during the first year, Republic would pay County $10.25 per ton of Committed County Waste and Self-Haul Waste.
7. If total tons of Committed and Self Haul Waste drop below 175,000 tons per year, County has the right to increase the Base Concession Payment (Column A).
8. The above Base Concession Payments shall be imposed on every ton coming through the County Facilities (except as provided in Note 10 below) throughout the Committed Waste Period and the County Facilities Operation Period, except as provided in Note 5 above.
9. All Concession Fee Payments described in this Exhibit shall be a "pass-through" expense of Republic and shall be included in the Gate Rates to be collected by Republic. Republic shall not be obligated to make payment on materials where the Concession Fees have not been placed in the tipping fees that Republic can collect or if materials are not being delivered to the County Facilities.
10. The above Base Concession Payments (Column A); Special Concession Payment on Committed County Waste/Self Haul Waste (Column B) and Special Concession Payment on Committed City Waste (Column C) shall be charged on every ton coming through the County Facilities, including all green waste and wood waste received at the County Facilities with the following limited exceptions:
• Beneficial Reuse Material ["Beneficial Reuse Materials" means materials that are incorporated into the operations of the County Facilities in accordance with Applicable Law, including but not limited to material used as or for Alternative Daily Cover, daily or intermediate soil cover, construction of drainage and erosion controls, retaining walls, French drains, sedimentation basins, roads, all weather surfaces, or other non-disposal, beneficial reuse. The term shall not include materials converted for purposes of producing energy or other products.]
• Special Waste from within the County ["Special Waste" means any solid, liquid, semi-solid, gaseous material and associated containers which would not normally be disposed ofby a municipal garbage removal and disposal system, which by way of example would include materials generated as a direct or indirect result of an industrial process or from the removal of contaminants(s) from the air, water or land. "Special Waste" includes but is not limited to any Waste from a non-residential source that includes, but is not limited to any of the following: industrial process waste, pollution control waste, incinerator residues, ash, spent catalyst, coke, sludges; tires, bottom settlements and water from storage tanks, oily silt, gasoline additive residues, tars, oils, grease, contaminated soil, contaminated wood, dead animals, residue, debris, articles from the cleanup of a spill or release of materials listed in this section, and regulated asbestos-containing material as defined in 40 CFR 61.141.] • Residuals from any other non-County owned waste processing or transfer station facility within the County.
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EXHIBITB
BASELINE ADMINISTRATIVE COSTS
Provided the Effective Date occurs within Fiscal Year 2013-14, County administrative costs are estimated to be $785,927 per year, once the Master Operations Agreement becomes effective. The $785,927 estimate for administrative costs is based on the assumption of core labor, services and supplies, equipment, audit, IT and accounting services, legal services and overhead costs needed to run a budget to administer and oversee the Master Operations Agreement and manage post-closure maintenance of the Former Landfills. Labor is large portion of this cost, and has been increased in response to feedback regarding the need for robust oversight of the Master Operations Agreement. Key positions included within the Baseline Administrative Costs are 0.75 FTE for management oversight, and 0.60 FTE for field inspection oversight. A more detailed estimate is set forth on the next page. #1531558 32 Execution Version
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FY 2013-14 Integrated Waste Division Estimated Budget for Managing Residual System Expenditure Description
Salaries and Benefits (ll
0.67 FTE Department Analyst
0.75 FTE Division Manager !
2 l
0.60 FTE Enforcement Code II (
3 l
0.23 FTE Account Clerk Ill
0.19 FTE Deputy Director
0.14 FTE Executive Secretary
0.13 FTE Payroll Clerk
0.13 FTE Senior Office Asst. (Receptionist)
0.12 FTE IT Support
0.11 FTE Administrative Services Officer II
0.10 FTE Secretary
0.09 FTE Senior Office Asst. (Clerk Typist Ill)
0.08 FTE Director
0.05 FTE Safety Officer/Human Resources ASO 1(4
)
3.39 FTE's
Accounting Services !
5 l
A87 Allocation to Budget (by CAO) !
5 l
Legal Services !
5 l
Audit Services (GJ
Computer Services (by ISD) (
7 l
Miscellaneous Expenditures (
5 l
(Supplies, Equipment, Software, etc.)
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Estimated Salaries &
Benefits
$
91,428
$ 145,361
$
78,106
$
22,516
$
51,342
$
14,994
$
14,861
$
11,766
$
22,388
$
16,651
$
8,930
$
8,057
$
23,858
$
7,849
Total Salaries and
Benefits
Estimated Fiscal
Year Cost
$
518,108
$ 77,884
$ 49,936
$
35,000
$ 69,500
$ 7,500
$ 28,000
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(1)
(2)
(3)
(4)
(5)
(6)
(7)
$
Total Services & Supplies 267,820
$
TOTAL ANNUAL ESTIMATE 785,927
Those position titles that were updated have old title in parenthesis.
Division Manager position added for more robust oversight of the MOA. In addition, the Admin Aide position hos been deleted, and some of that a/location has been added to this position.
Refuse Code Enforcement position, created in FY 12-13, was not included in original draft of administration costs for managing residual system.
This position has been added to provide more robust oversight and inspection for the MOA.
Safety Officer/Human Resources ASO I, created in FY 11-12, was not included in original draft of administration costs for managing residual system.
Item to be billed based on actual costs billed to the Integrated Waste Division for services related to the MOA Agreement, the Former Urban Landfills, and other activities authorized under the Settlement Agreement.
Annual audit services to be billed based on: (a) actual costs of the audit of the MOA Agreement; (b) 50% of the actual costs of the annual Integrated Waste Division audit; and (c) actual costs of any audit required under the Settlement Agreement.
Item to be billed based on actual costs billed to the Integrated Waste Division for computer support for three workstations. #1531558 34 Execution Version
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EXHIBITC
Sonoma County Committed Cities' Contingency Liability Fund Agreement This Agreement is entered into by the Cities of Cloverdale, Cotati, Healdsburg, Rohnert Park, Santa Rosa, Sebastopol and Sonoma, and the Town of Windsor (collectively, the "Committed Cities").
RECITALS:
WHEREAS, historically, municipal solid waste from throughout Sonoma County was deposited at the Central Disposal Site and one or more of the Former Landfills. Environmental liabilities exist for both the Central Disposal Site and the Former Landfills. Sonoma County has taken the position that the cities within the County are liable for their share of the costs to address the environmental liabilities associated with the Central Disposal Site and the Former Landfills. The Committed Cities dispute their individual responsibility for these alleged environmental liabilities and have taken the position that the County is responsible for such liabilities as the owner and operator of the Central Disposal Site and the Former Landfills.
Notwithstanding the foregoing, the Committed Cities have entered into a Settlement Agreement, the "Central Disposal Site and Former Landfills Settlement Agreement between the County of Sonoma and the Committed Cities"("Settlement Agreement"), to resolve their disputes with the County and avoid the significant time and expense associated with resolving their disputes through litigation; and.
WHEREAS, The County, on April 23, 2013, entered into a Master Operations Agreement with Republic Services of Sonoma County ("Republic") whereby Republic will operate the Central Disposal Site, and, upon the exhaustion of it capacity, will close the site and assume all responsibility for environmental liabilities on the site and release the Committed Cities from and indemnify the Committed Cities against all environmental liabilities associated with the Central Disposal Site in perpetuity, with the exception
of liabilities (a) associated with other operators at the Central Disposal Site who are not under the control of, or in contract with, Republic ( e.g., compost facility and household hazardous waste facility) and (b) related to facts and events pertaining to the Central Disposal Site and arising after the effective date of the Waste Delivery Agreement between the Committed Cities and Republic. Republic has also provided a parent guarantee and posted bonds as required by the State of California and the County for performance of its obligations under the Master Operations Agreement; and.
WHEREAS, The Central Disposal Site and Former Landfills Settlement Agreement between the County of Sonoma and the Committed Cities provides, in general, that the Committed Cities commit their solid waste to the Central Disposal Site and pay Base Concession Payments on each ton thereof that go to the County as part of the costs of disposal at the Central Disposal Site to be used for closure and post closure costs at the Former Urban Landfills and/or Central Disposal Site in addition to LEAK funds and other reserves previously established for this purpose; and
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WHEREAS, the County agrees to release and indemnify the Committed Cities for environmental liabilities for the Former Rural Landfills and has agreed to a covenant not to sue on the Former Urban Landfills; however, the County is not granting the Committed Cities a release nor indemnifying the Committed Cities for any liabilities associated with the Central Disposal Site or the Former Urban Landfills. Thus, if Republic should default on its obligations and the County has insufficient funds and has been unable to recover from Republic, its parent corporation or its sureties sufficient funds to satisfy the environmental liabilities of the Central Disposal Site, then the County may pursue the Committed Cities for their alleged shares of that environmental liability; and
WHEREAS, the Committed Cities desire to each accumulate a fund entirely under the control of the Committed Cities to protect themselves and their rate payers against such contingent liability and against any other source of unanticipated environmental liability for solid waste disposal. The County has agreed to collect and hold, in addition to the Base Concession Payment, a fee ofup to $5 per ton, adjusted in accordance with the Settlement Agreement and this Agreement, to be designated as the "Committed Cities Contingent Liability Fund" (sometimes "CCCL Fund"), described in the Central Disposal Site and Former Landfills Settlement Agreement. This Agreement is solely between the Committed Cities and governs the setting of the fee, expenditures from the Committed Cities Contingent Liability Fund and the termination of the Committed Cities Contingent Liability Fund.
Now, therefore, the parties agree as follows:
AGREEMENT
1. Definitions.
Except as otherwise provided for herein, the definitions of capitalized terms in this Agreement shall have the same meaning as provided for in the Central Disposal Site and Former Landfills Settlement Agreement between the County of Sonoma and the Committed Cities which definitions are incorporated herein by reference.
2. Recitals.
The Recitals, above, are true and are incorporated into this Agreement.
3. Governance of the Fund.
3.1. Committed Cities' Representatives.
Each Committed City shall designate a representative to speak for and act on behalf of that Committed City with regard to decisions related to the Committed Cities Contingent Liability Fund. That representative shall be conclusively presumed to have the actual authority to speak for and act on behalf of his or her Committed City unless and until each of the other committed Cities have been given written notice of a limitation on that representative's authority, the revocation of that representative's authority or the appointment of a different representative. #1531558 36 Execution Version
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The initial representative of each Committed City shall be its City Manager.
3.2. Voting.
A. Voting Power.
Each committed City shall have one vote on any matter related to the Committed Cities Contingent Liability Fund.
B. Supermajority Votes Required.
The following decisions shall require the assent of at least seven of the eight Committed Cities subject to the provisions set forth in Section 4:
• Changing the amount of the fee to be charged and collected by Republic on each ton of Committed City waste and paid to the County to be held in the Committed Cities Contingent Liability Fund. This does not apply to the automatic adjustments to the fee under the Master Operations Agreement and the Central Disposal Site and Former Landfills Settlement Agreement. The parties agree that the initial amount of the fee to be collected shall be $5.00 per ton.
• Reduction or increase in the amount of the Committed Cities Contingent Liability Fund surcharge.
• The termination of the CCCL Fund. Provided however that any individual Committed City or Cities may request the County and/or Republic to continue to collect funds on its behalf.
C. Unanimous Vote.
The Committed Cities may unanimously agree to such other disbursements from the Committed Cities Contingent Liability Fund for purposes identified in this agreement for the hiring of consultants, hiring of legal counsel or payment of any claims asserting Environmental Liability against the Committed Cities.
Any Committed City may call for a meeting as set forth below to discuss -any interim disbursement from the Committed Cities Contingent Liability Fund. #1531558
3.3. Meetings.
A. Calling Meetings.
Any Committed City may call a meeting of the Committed Cities by giving at least 3 0 days' written notice to all of the representatives of the Committed Cities of the date, time and place of the meeting. Prior to 37 Execution Version
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calling such a meeting, the Committed City calling the meeting must consult with the representatives of the other Committed Cities to ascertain their availability to attend the meeting. Representatives may attend meetings by teleconference or video conference as long as those attending remotely may hear those present and those present may hear those attending remotely. Noticing of such meeting shall comply with the Ralph M. Brown Act if applicable.
B. Quorum.
Representatives of six or more of the Committed Cities attending a meeting in person or remotely shall be a quorum. Proxy votes are not permitted.
C. Chairing the Meeting.
The representative who called the meeting shall act as Chair of the meeting.
3.4. Secretary.
The Committed Cities shall choose one of their representatives to act as Secretary. It shall be the responsibility of the Secretary to take and keep minutes of each meeting, to keep in the minute book copies of Actions in Writing, and to keep records of each Committed City's reports of fees paid into the committed Cities Contingent Liability Fund as required by section
4.1, below. The Secretary shall serve until resignation, election of a new secretary, or removal of the Secretary as representative of his or her Committed City.
4. Shares of the Fund.
4.1. Determination of Each City's Share.
Each Committed City shall have a share of the Committed Cities Contingent Liability Fund equal to the proportion of the fees paid into the CCCL Fund from each Committed City's solid waste deliveries to the Central Disposal Site. The Committed Cities shall be provided with an annual accounting by the County of the amount and proportion of fees allocated to each Committed City.
4.2. Disbursement of Each City's Share.
Upon the termination of the CCCL Fund, the money in the CCCL Fund shall be disbursed among the Committed Cities in proportion to each City's share. If, during the life of the CCCL Fund, any disbursements or expenditures are made for the benefit of fewer than all of the Committed Cities, the disbursements shall be credited against the share in the CCCL Fund of each City which was disbursed said funds, and, on the termination of the CCCL Fund, only each Committed Cities' remaining share, if any, shall be distributed to each Committed City. #1531558 38 Execution Version
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No City's share of funds shall be disbursed without that City's consent to distribution or payment :from its share of the CCCL Fund. If other cities elect to terminate this Agreement, any Committed City or group of Committed Cities shall have the right to request the County to continue to collect fees on behalf of that jurisdiction ( or on behalf of those jurisdictions) on its or their Committed Waste.
5. Uses of the Fund.
The Committed Cities Contingent Liability Fund and the money therein may be used only for the benefit of the Committed Cities' solid waste ratepayers. Whether a use is for the benefit of the Committed Cities' solid waste ratepayers is entirely within the reasonable discretion of the Committed Cities and their representatives to the CCCL Fund.
6. Notices.
All notices given pursuant to this Agreement or involving the Committed Cities Contingent Liability Fund shall be in writing, and shall be delivered in person, transmitted by email, facsimile, certified mail or recognized courier service (such as Federal Express or UPS).
Notices shall be effective upon delivery at the address provided for each representative of each Committed City as confirmed by reply email, electronic confirmation of facsimile delivery, certified mail receipt or on-line tracking data. The initial addresses for notices are set forth below the signature lines for each Committed City, and may be changed by giving notice as provided in this section.
7. Dispute Resolution.
Any dispute among the Committed Cities or any of them involving the Committed Cities Contingent Liability Fund shall be subject to binding arbitration as provided in section 10.3 of the Central Disposal Site and Farmer Landfills Settlement Agreement between the County of Sonoma and the Committed Cities.
8. Miscellaneous.
8.1. Severability.
If any provision of this Agreement or application thereof to any person, Party or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such provision to any person, Party or circumstance other than those as to which it is held invalid or unenforceable shall not be affected thereby and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
8.2. Amendment and Modification. ·
This Agreement may be modified only upon written agreement of the Committed Cities. #1531558 39 Execution Version
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8.3 Integration.
This Agreement contains the entire understanding of the parties and constitutes the sole and only agreement between them concerning the subject matter hereof or the rights and duties of any of them in connection therewith. Any agreements or representations among the parties hereto, regarding said subject matter not expressly set forth in this Agreement are null and void.
SIGNATURE PAGES FOLLOW.
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EXHIBITD
COUNTY EMPLOYEES WITH KNOWLEDGE
Susan Klassen
Director of Transp01iation and Public Works
Marcia Chadbourne
County Risk Manager
Trish Pisenti
Landfill Manager
Alex Sebastian
Landfill Engineer
Glenn Morelli
Landfill Engineer
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38066.00000\42486873.738066.00000\42486873.6
CREDIT AGREEMENT
Dated as of ________________, 2026
by and between
SONOMA COUNTY WASTE MANAGEMENT AGENCY, a California joint powers authority
as Borrower
and
COUNTY OF SONOMA, a political subdivision of the State of California as Lender
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CREDIT AGREEMENT
This CREDIT AGREEMENT (this “Agreement”) is entered into as of ___________________, 2026, by and between SONOMA COUNTY WASTE MANAGEMENT AGENCY, a public agency formed under the provisions of the Joint Exercise of Powers Act of the State of California, Government Code Section 6500 et. seq., as borrower (“Agency”), and COUNTY OF SONOMA, a political subdivision of the State of California, as lender (“County”).
RECITALS
A. The California Integrated Waste Management Act of 1989 (Public Resources Code Section 40000 et seq.) requires the County of Sonoma and the cities of Sonoma County to divert recyclable and recoverable materials from the waste stream and to cooperate to achieve certain waste diversion goals.
B. In furtherance of those responsibilities, the County and the cities in Sonoma County entered into that certain Amended and Restated Joint Exercise of Powers Agreement for the Sonoma County Waste Management Agency, to enable the Member Agencies to jointly exercise their powers to address issues related to the management of wood waste, yard waste and household hazardous waste and to provide public education related to waste diversion within the Member Agencies’ jurisdictions, which Agreement was further amended by that certain First Amendment to the Amended and Restated Joint Exercise of Powers Agreement, which expressly authorizes the Member Agencies, including the County, to (a) make contributions from the treasuries for the purpose set forth in the Agreement, (b) make payments of public funds to defray the cost of such purpose, (c) make advances of public funds for the purpose set forth in the Agreement, with such advances to be repaid as provided in the Agreement, and to (d) provide personnel, equipment or property of one or more of the parties to the agreement may be used in lieu of other contributions or advances. The Amended and Restated Joint Exercise of Powers Agreement as amended by the First Amendment to the Amendment and Restated Joint Exercise of Powers Agreement is collectively referred to herein as the “Amended JPA Agreement.” C. The Amended JPA Agreement establishes the Agency as a distinct public entity under the Joint Exercise of Powers Act (Gov’t Code Sec. 6500 et seq.) and other applicable law.
D. The Amended JPA Agreement establishes certain core programs that the Agency is responsible for implementing for its Member Agencies, which include providing for the recycling and disposal of household hazardous waste from the Member Agencies’ jurisdictions.
E. In furtherance of its core household hazardous waste recycling and disposal program, the Agency has acquired that certain property located at 5885 Pruitt Avenue, Windsor, California (APN 059-271-082) (the “Property”), and desires to initiate plans to develop a household hazardous waste collection facility at the Property, which facility may also include offices to be used for the Agency’s staff and administrative functions (the “HHW Facility”). 148 of 270
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F. The development of the contemplated HHW Facility would further the Agency’s household hazardous waste program in that it would provide improved access to HHW drop off and collection services to residents of the cities and unincorporated areas in the northern part of the County, thereby helping to divert household hazardous waste from the Central Landfill of the County.
G. In furtherance of the Agency’s core household hazardous waste program, and in accordance with the Amended JPA Agreement, the Agency has requested, and County is willing to provide, a line of credit to fund the cost of development of the HHW Facility, which line of credit shall be repaid in conformance with the terms of this Agreement.
H. The HHW Facility that Agency intends to fund via this Agreement should undergo CEQA review as early as feasible in the planning process, as required by CEQA Guidelines Section 15004(b). The establishment of the proposed financing mechanism does not constitute an approval of any particular project as defined by CEQA and does not foreclose the adoption of alternatives or mitigation measures because environmental review, as necessary, will be conducted in association with the development of the HHW Facility.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:
SECTION 1. DEFINITIONS AND INTERPRETATION.
Section 1.1. Definitions. All capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to them in Exhibit A.
Section 1.2. Other Interpretive Provisions.
(a) Defined Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement will have the same defined meanings when used in any certificate or other document made or delivered pursuant hereto. The meaning of defined terms is equally applicable to the singular and plural forms of the defined terms. (b) References. The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement; and subsection, section, schedule and exhibit references are to this Agreement unless otherwise specified.
(c) Certain Common Terms. The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.
The term “including” is not limiting and means “including without limitation.” (d) Performance; Time. Whenever any performance obligation hereunder is stated to be due or required to be satisfied on a day other than a Business Day, such performance may be 149 of 270
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made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” If any provision of this Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision will be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action. (e) Contracts. Unless otherwise expressly provided herein, references to agreements and other contractual instruments, including this Agreement and the other Loan Documents, will be deemed to include all subsequent amendments thereto, restatements thereof and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.
(f) Laws. References to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation.
(g) Dollars and $. All references to “dollars” or “$” refer to United States dollars.
Section 1.3. Accounting Principles.
(a) Unless the context otherwise clearly requires, all accounting terms not expressly defined herein will be construed, and all financial computations required under this Agreement will be made, in accordance with GAAP, consistently applied. (b) References herein to “fiscal year”, “fiscal quarter” and “fiscal month” refer to such fiscal periods of Agency.
(c) If any change in GAAP results in a change in the calculation of the financial covenants or interpretation of related provisions of this Agreement or any other Loan Document, then Agency and County agree to amend such provisions of this Agreement so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluating Agency’s financial condition will be the same after such change in GAAP as if such change had not been made.
SECTION 2. THE REVOLVING LINE OF CREDIT.
Section 2.1. Revolving Credit. Subject to the terms and conditions of this Agreement, County agrees to make a revolving credit line (the “Revolving Credit”) available to Agency for the sole purpose of providing capital for costs related to the development and construction of the Household Hazardous Waste Facility on the Property (each an “Advance”) in an aggregate principal amount not to exceed, at any one time, the amount of the Revolving Credit Commitment. The Revolving Credit will be disbursed in one or more advances (each, an “Advance”), provided that each individual Advance shall be in an amount not less than Fifty Thousand Dollars ($50,000), and all outstanding Advances shall not exceed in the aggregate, at 150 of 270
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any one time, the Revolving Credit Commitment, and provided further that the conditions precedent to Advances specified in Section 6 are satisfied. Subject to the Revolving Credit Commitment and the other terms and conditions of this Agreement, Agency may periodically request Advances; provided, however, that County will have no obligation to make Advances on or after the Revolving Credit Termination Date.
Section 2.2. Advances. Advances under this Agreement may be requested in writing by Agency or any Authorized Representative appointed by Agency.
Section 2.3. Revolving Credit Termination Date. County’s obligation to make Advances will terminate at such time that Agency completes construction of the HHW Facility on the Property, as demonstrated by the issuance of a certificate of occupancy for the HHW Facility, but not later than _________, 2030 (the “Revolving Credit Termination Date”). Upon the earlier of the issuance of a certificate of occupancy for the HHW Facility or the outside date listed above, the Agency and County shall enter into an Agreement certifying the Revolving Credit Termination Date in writing.
Section 2.4. Note. The Revolving Credit is evidenced by a Revolving Credit Promissory Note (the “Note”) made, executed and delivered by Agency and payable to the order of County in the form (with appropriate insertions) attached hereto as Exhibit B.
Section 2.5. Repayment.
(a) Maturity Date. The “Maturity Date” shall mean the date by which all Obligations (including the Amortized Principal and all accrued but unpaid interest) shall have been fully repaid in accordance with the Step-Up Repayment Schedule (as defined in Section 2.5(c), below), which shall occur no later than Twenty Fourt (24) years after the Revolving Credit Termination Date. Until the Maturity Date, Agency shall repay the Advances with interest as provided herein and in the Note. Any Advances repaid may be re-borrowed prior to the Revolving Credit Termination Date, if needed for the sole purpose of providing capital for costs related to the development and construction of the Household Hazardous Waste Facility on the Property.
(b) Amortized Principal. Within fifteen (15) days following the Revolving Credit Termination Date, County shall determine (i) the total outstanding principal balance of all Advances and (ii) all accrued but unpaid interest thereon as of the Revolving Credit Termination Date. The sum of such principal and accrued but unpaid interest shall constitute the “Amortized Principal” for purposes of this Agreement. County shall thereafter deliver to Agency a written repayment schedule (the “Step-Up Repayment Schedule”) in accordance with subsection (c) below.
(c) Step-Up Repayment Methodology. The Amortized Principal, together with interest accruing thereon at the rate set forth in Section 3.1, shall be repaid in quarterly installments calculated so that the aggregate amount of the four (4) quarterly installments due in each year equals the applicable annual debt-service amount, as follows:
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1. Years 1 through 5: annual debt-service amount of Nine Hundred Thousand Dollars ($900,000);
2. Years 6 through 10: annual debt-service amount of One Million Dollars ($1,000,000);
3. Years 11 through 15: annual debt-service amount of One Million One Hundred Thousand Dollars ($1,100,000);
4. Years 16 through 20: annual debt-service amount of One Million Two Hundred Thousand Dollars ($1,200,000); and
5. Years 21 through 24: the annual debt-service amount shall be calculated as an amount as necessary to repay in full the remaining balance of the Amortized Principal and all interest accrued thereon in equal installments by no later than 24-years after the Revolving Credit Termination Date.
(d)
SECTION 3. INTEREST, LOAN REPAYMENTS; LATE FEES, PREPAYMENTS AND APPLICATIONS.
Section 3.1. Interest Payments.
(a) Advances. The outstanding principal balance of Advances will bear interest (which Agency hereby promises to pay at the rates and at the times set forth therein) prior to maturity (whether by lapse of time, acceleration or otherwise) at the rate of four percent (4%) per annum and after the Maturity Date (whether by lapse of time, acceleration or otherwise), whether before or after judgment, at the Default Rate, until paid in full, as provided herein and in the Note.
(b) Payments of Amortized Principal and Interest. Following the Revolving Credit Termination Date, Agency will pay regular quarterly payments of outstanding principal and interest calculated in accordance with the Step-Up Repayment Schedule described in Section
2.5(c). Such payments shall be made on each Payment Date through the Maturity Date. Within fifteen (15) days of the Revolving Credit Termination Date, County shall provide Agency with a written amortization schedule of the quarterly payments required for repayment of the Amortized Principal in accordance with Section 2.5.
(d) Late Fees. If Agency fails to make any payment of principal or interest under the Notes or any other sum payable hereunder or under any other Loan Document within five (5) calendar days after its due date, County will be entitled at its option to impose a late charge in an amount equal to six percent (6.00%) of the amount of such past due payment, which charge, if imposed by County, shall be due and payable by Agency immediately upon receipt of written notice thereof.
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Section 3.2. Computation of Interest; Minimum and Maximum Interest Rates. All interest on the Advances will be calculated on the basis of a year of 360 days for the actual number of days elapsed.
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Section 3.3. Prepayments.
(a) Voluntary Prepayment. Agency may voluntarily prepay Advances, in whole or in part, at any time without any penalty or fee. In connection with such prepayment, Agency may prepay the principal amount of any Note, in whole or in part, together with interest accrued on the principal amount prepaid, at its option and without premium, prior to the applicable Maturity Date or the Termination Date, as the case may be.
(b) Mandatory Prepayment. If for any reason at any time the aggregate total outstanding amount of Advances exceeds the Revolving Credit Commitment, then Agency shall, without notice, prepay Advances (together with all accrued but unpaid interest thereon) in an amount equal to such excess.
(c) Application of Prepayments. All prepayments shall be applied to accrued interest first, and then to the outstanding principal amount due under this Credit Agreement.
Section 3.4. Place and Application of Payments and Collections. All payments of principal, interest, fees and all other Obligations payable hereunder will be made to County at the following address on the date any such payment is due and payable:
County of Sonoma
Attn: ________________
_____________________
Santa Rosa, CA 9____
So long as any Event of Default has occurred and is continuing, Agency agrees that County, in its sole and absolute discretion, may apply any payments or collections received by County from Agency in respect of the Revolving Credit to any of the Obligations in any manner or order as County desires. County’s receipt and application of payments or collections shall not constitute a waiver or cure of any Default.
Section 3.5. Notations. All Advances made and evidenced by the Note will be recorded by County on its books and records or, at its option in any instance, endorsed on a schedule to such Note, and the unpaid principal balance so recorded or endorsed by County will be prima facie evidence in any court or other proceeding brought to enforce such Note of the principal amount remaining unpaid, the status of the Advances evidenced by such Note and the applicable interest rates; provided, however, that the failure of County to record any of the foregoing will not limit or otherwise affect the obligation of Agency to repay the principal amount of such Note together with accrued interest thereon.
SECTION 4. COLLATERAL.
Section 4.1. Pledge of Waste Management Agency Fee. Subject to the terms of this Agreement, the Agency hereby pledges the funds received by the Agency as the Waste Management Agency Fee as defined in the Amended JPA Agreement, which is a tip fee adopted 154 of 270
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by the Agency and charged on waste entering the County of Sonoma’s waste disposal system, to secure the payment of the Obligations under this Agreement. Said pledge shall constitute a first lien on the Waste Management Agency Fee which shall be superior to all other claims and liens whatsoever, to the fullest extent permitted by law, and shall be effective, binding and enforceable against the Agency and all others irrespective of whether those parties have notice of the pledge or grant and without the need of any physical delivery.
Section 4.2. General Obligation. Notwithstanding any other provision of this Agreement, Agency hereby acknowledges and agrees that payment of all Obligations (including, without limiting the foregoing, payments of principal of and interest on each Advance) is a general obligation of Agency. County acknowledges that the Obligations of Agency hereunder are solely obligations of Agency and are not debts, liabilities or obligations of any of the Member Agencies and no taxing power of any of the foregoing is pledged therefore. Agency has no taxing powers.
SECTION 5. REPRESENTATIONS AND WARRANTIES.
Agency represents and warrants to County that, as of the date of this Agreement, as of the date of each Advance, and at all times any Obligations remain outstanding to County:
Section 5.1. Organization and Qualification; Authority; Consents. Agency is a public agency formed under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.). Agency has the authority to enter into this Agreement and the other Loan Documents to which it is a party, to request the Advances and incur the Obligations provided for herein, to execute the Note in evidence thereof, to pledge and encumber assets as security therefor, and to perform each and all of the promises herein and therein. This Agreement and the other Loan Documents to which Agency is a party do not, nor does the performance or observance by Agency of any of the matters or things herein or therein provided for, contravene any provision of law or the Amended and Restated Joint Powers Agreement or any covenant, indenture or agreement of or affecting Agency or any of its Properties. The execution, delivery, performance and observance by Agency of this Agreement and the other Loan Documents do not and, at the time of delivery hereof, will not require any consent or approval of any other Person, other than such consents and approvals that have been given or obtained.
Section 5.2. Legal Effect. This Agreement and the other Loan Documents to which Agency is a party constitute legal, valid and binding agreements of Agency, enforceable in accordance with their respective terms, subject to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and the application of equitable remedies if equitable remedies are sought.
Section 5.3. Use of Proceeds. Agency will use the proceeds of the Advances as provided herein and solely for purposes in furtherance of the development and construction of the Household Hazardous Waste Facility, in a manner consistent with Agency’s powers and responsibilities under the Amended and Restated Joint Powers Agreement.
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Section 5.4. Full Disclosure. The statements and other information furnished to County in connection with the negotiation of this Agreement and the other Loan Documents and the commitment by County to provide the financing contemplated hereby do not contain any untrue statements of a material fact or omit a material fact necessary to make the material statements contained herein or therein not misleading; provided that County acknowledges that, as to any projections furnished to County, Agency only represents that the same were prepared on the basis of information and estimates Agency believed to be reasonable at the time such information was prepared.
Section 5.5. Litigation. There is no litigation or governmental proceeding pending, nor to the knowledge of Agency threatened in writing, against Agency which if adversely determined would result in any material adverse change in the financial condition, Properties, business or operations of Agency.
Section 5.6. Good Title. Agency has good and defensible title to the Property, subject to no Liens other than Permitted Liens or as otherwise limited by applicable law.
Section 5.7. Compliance with Laws. Agency is in compliance with the requirements of all federal, state and local laws, rules and regulations applicable to or pertaining to the Property or business operations, non-compliance with which could have a material adverse effect on the financial condition, Property, business or operations of Agency. Agency has not received notice to the effect that its operations are not in compliance with any of the requirements of applicable federal, state or local environmental, health and safety statutes and regulations or are the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could have a material adverse effect on the financial condition, Property, or operations of Agency.
Section 5.8. Other Agreements. Agency is not in default under the terms of any covenant, indenture or agreement of or affecting Agency or the Property, which default if uncured would have a material adverse effect on the financial condition, Property, or operations of Agency.
Section 5.9. No Default. No Default or Event of Default has occurred or is continuing.
SECTION 6. CONDITIONS PRECEDENT.
Section 6.1. All Advances. The obligation of County to make any Advance is subject to the following conditions precedent:
(a) Each of the representations and warranties set forth in Section 5 hereof and in the other Loan Documents shall be true and correct as of said time; and (b) Agency shall be in full compliance with all of the material terms and conditions of this Agreement and the Note, and no Default or Event of Default shall have occurred or be continuing.
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(c) County shall have received properly completed and executed originals of the following in form and substance satisfactory to County:
(i) this Agreement and the Note;
(ii) a Request for Advance in the form of Exhibit C with supporting documentation;
(iii) the resolutions adopted by the Board of Directors of Agency with respect to this Agreement and the other Loan Documents, certified by an Authorized Representative;
(iv) an incumbency certificate containing the name, title and genuine signatures of each of Agency’s Authorized Representatives; (v) evidence of Liability Insurance in form and substance satisfactory to County.
(d) Any legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby and thereby shall be reasonably satisfactory to County.
SECTION 7. COVENANTS.
Agency covenants and agrees as follows:
Section 7.1. Maintenance of Agency. Agency shall preserve and maintain its existence.
Agency shall conduct its operations in a reasonable and prudent manner consistent with the Amended and Restated Joint Powers Agreement.
Section 7.2. Financial Reports. Agency shall maintain a standard system of accounting in accordance with GAAP and shall furnish to County and its duly authorized representatives such information respecting the business and financial condition of Agency as County may reasonably request.
Section 7.3. Inspection. Agency shall permit County and its duly authorized representatives and agents, at such times as County may reasonably request: (i) to visit and inspect any of the Properties, books and financial records of Agency and to examine and make copies of the books of accounts and other financial records of Agency, and (ii) to discuss the affairs, finances and accounts of Agency with, and to be advised as to the same by, the executive officer of Agency. Without limiting the generality of the foregoing, Agency shall promptly provide all information and access requested by County as County determines is necessary or required in connection with the preparation of its own financial statements.
Section 7.4. Intentionally Omitted.
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Section 7.5. Compliance with Laws. Agency shall comply in all respects with the requirements of all laws, rules, regulations, ordinances and orders applicable to or pertaining to the Property or Agency’s operations, non-compliance with which could have a material adverse effect on the financial condition, Property, or operations of Agency or could result in a Lien upon the Property.
Section 7.6. Notices of Claims and Litigation. Agency shall promptly inform County in writing of (a) all material adverse changes in Agency’s financial condition and/or (b) all existing or written threats of litigation, claims, investigations, administrative proceedings or similar actions affecting Agency which could materially affect the financial condition of Agency.
Section 7.7. Other Agreements. Agency shall comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Agency and any other party, noncompliance with which could have a material adverse effect on the financial condition, Property, or operations of Agency, and notify County immediately in writing of any default in connection with any other such agreements.
Section 7.9. Performance. Agency shall timely perform and comply with all terms, conditions, and provisions set forth in this Agreement, the Note and in all other instruments and agreements between Agency and County. Agency shall notify County promptly in writing of any Default in connection with any Loan Document.
SECTION 8. EVENTS OF DEFAULT AND REMEDIES.
Section 8.1. Events of Default. Any one or more of the following will constitute an “Event of Default” hereunder:
(a) any default in the payment when due (whether by lapse of time, acceleration or otherwise) of (i) any payment of principal or interest under the Note, or (ii) any other Obligation within five (5) days after payment or performance is due from Agency; or (b) any representation or warranty made by Agency herein or in any other Loan Document, or in any statement or certificate furnished by it pursuant hereto or thereto, or in connection with any Advance made hereunder, is inaccurate or untrue in any material respect as of the date of the issuance or making thereof; or
(c) any event occurs or condition exists (other than those described in clauses (a) through (b) above) which is specified as an event of default under any of the other Loan Documents, or any of the Loan Documents for any reason ceases to be in full force and effect, or any of the Loan Documents is declared to be null and void, or Agency takes any action for the purpose of repudiating or rescinding any Loan Document executed by it; or (d) Agency fails to pay, or admits in writing its inability to pay, its debts generally as they become due;
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(e) any custodian, receiver, administrative receiver, administrator, trustee, examiner, liquidator or similar official is appointed over Agency or any substantial part of any of its Properties, whether by court order, by operation of law or otherwise, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of thirty (30) or more days, or Agency becomes unable to pay or admits in writing its inability to pay its debts as they become due; or
(f) Agency fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any other Loan Document or in any other agreement between County and Agency, which failure is capable of being cured, if such failure is not cured within thirty (30) days after written notice thereof from County; provided however, that if any such failure cannot reasonably be cured within such 30-day period, then the period to cure shall be deemed extended for up to an additional thirty (30) days after County’s initial default notice as long as Agency diligently and continuously proceeds to cure such failure. Agency agrees to reimburse County for all reasonable costs and expenses (including legal fees) incurred by County as a result of any failure described in this paragraph until cured.
Section 8.2. Non-Insolvency Default Remedies. Upon the occurrence of any Event of Default described in clauses (a) through (c) or (f) of Section 8.1, County may, by notice to Agency, take any of the following actions:
(a) terminate any obligation to extend any further credit hereunder (including but not limited to Advances) on the date (which may be the date thereof) stated in such notice; (b) declare all Advances and all indebtedness under the Note then outstanding (including all outstanding principal and all accrued but unpaid interest), and all other Obligations of Agency to County, to be immediately due and payable without further demand, presentment, protest or notice of any kind; and
(c) exercise and enforce any and all rights and remedies contained in any other Loan Document or otherwise available to County at law or in equity.
Section 8.3. Insolvency Default Remedies. Upon the occurrence of any Event of Default described in clauses (d) or (e) of Section 8.1, all Advances and all indebtedness under the Note then outstanding (including all outstanding principal and all accrued but unpaid interest), and all other Obligations of Agency to County, will immediately become due and payable without presentment, demand, protest or notice of any kind, and County shall have no obligation to extend any further credit hereunder (including but not limited to Advances).
SECTION 9. MISCELLANEOUS.
Section 9.1. Holidays. If any payment hereunder becomes due and payable on a day which is not a Business Day, the due date of such payment will be extended to the next succeeding Business Day on which date such payment will be due and payable. In the case of any principal falling due on a day which is not a Business Day, interest on such principal amount 159 of 270
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will continue to accrue during such extension at the Applicable Rate, which accrued amount will be due and payable on the next scheduled date for the payment of interest.
Section 9.2. No Waiver, Cumulative Remedies. No delay or failure on the part of County in the exercise of any power or right will operate as a waiver thereof or as an acquiescence in any Default, nor will any single or partial exercise of any power or right preclude any other or further exercise thereof, or the exercise of any other power or right. All rights and remedies of County are cumulative to, and not exclusive of, any rights or remedies which any of them would otherwise have. Agency agrees that in the event of any breach or threatened breach by Agency of any covenant, obligation or other provision contained in this Agreement, County shall be entitled (in addition to any other remedy that may be available to County) to: (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision; and (ii) an injunction restraining such breach or threatened breach. Agency further agrees that neither County nor any other person or entity shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9, and Agency irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.
Section 9.3. Amendments, etc. No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, will be effective unless the same is in writing and signed by Agency and County. No notice to or demand on Agency in any case will entitle Agency to any other or further notice or demand in similar or other circumstances.
Section 9.4. Indemnity. Whether or not the transactions contemplated hereby shall be consummated, Agency shall, to the extent permitted by law, indemnify, defend and hold harmless County and its officers, directors, employees, counsel, agents and attorneys-in-fact (each, an “Indemnified Person”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including attorneys’ costs and expert witnesses’ fees), of any kind or nature whatsoever, that (a) arise from or relate in any way to the execution, delivery, enforcement, performance and administration of this Agreement and any other Loan Document, or the transactions contemplated hereby and thereby, and with respect to any investigation, litigation or proceeding (including any appellate proceeding) related to this Agreement or the Advances or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto, and/or (b) may be incurred by or asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, arising out of or related to any Property of Agency (all the foregoing, collectively, the “Indemnified Liabilities”); provided that Agency shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent arising from the gross negligence or willful misconduct of such Indemnified Person.
The obligations of Agency in this Section 9.4 shall survive the payment and performance of all other Obligations. At the election of any Indemnified Person, Agency shall defend such Indemnified Person using legal counsel satisfactory to such Indemnified Person in such 160 of 270
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Indemnified Person’s reasonable discretion, at the sole cost and expense of Agency. All amounts owing under this Section 9.4 shall be paid within thirty (30) days after demand.
Section 9.5. Survival of Representations. All representations and warranties made herein or in certificates given pursuant hereto will survive the execution and delivery of this Agreement and the other Loan Documents, and will continue in full force and effect with respect to the date as of which they were made as long as any credit is in use or available hereunder.
Section 9.6. Notices. Except as otherwise specified herein, all notices hereunder will be in writing (including by hand, post, courier, email or telecopy) and will be given to the relevant party at its address or email address set forth below, or such other address as such party may hereafter specify by notice to the other given by certified or registered mail, by Federal Express or DHL, or by other telecommunication device (including electronic mail) capable of creating a written record of such notice and its receipt. Notices hereunder will be addressed:
To Agency at:
_____________________
_____________________
_____________________
Attention: ___________________
Email: _________________
To County at:
_________________________
_________________________
_________________________
Attention: ___________________
Email: _________________
Each such notice, request or other communication will be effective (i) if given by email, when such email is transmitted to the email address specified in this Section and a confirmation of such email has been received by the sender, (ii) if given by mail, three (3) days after such communication is deposited in the mail, certified or registered with return receipt requested, addressed as aforesaid or (iii) if given by any other means, when delivered at the addresses specified in this Section 9.6.
Section 9.7. Headings. Section headings used in this Agreement are for convenience of reference only and are not a part of this Agreement for any other purpose.
Section 9.8. Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the 161 of 270
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extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
Section 9.9. Counterparts. This Agreement may be executed in any number of counterparts, and by different parties hereto on separate counterparts, and all such counterparts taken together will be deemed to constitute one and the same instrument.
Section 9.10. Assignments, Binding Nature, Governing Law, Etc. This Agreement will be binding upon Agency and its permitted successors and assigns, and will inure to the benefit of County and the benefit of its permitted successors and assigns. This Agreement and the rights and duties of the parties hereto will be construed and determined in accordance with the internal laws of the State of California without regard to principles of conflicts of laws. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and any prior agreements, whether written or oral, with respect thereto are superseded hereby.
Agency may not assign its rights hereunder without the written consent of County. County may assign its rights hereunder without the consent of Agency, but only if after any such assignment County acts as the lead agent or administrative agent with respect to this Agreement.
Section 9.11. Submission to Jurisdiction; Waiver of Jury Trial. Agency hereby submits to the nonexclusive jurisdiction of the California State court sitting in the County of Sonoma for purposes of all legal proceedings arising out of or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby. Agency irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court has been brought in an inconvenient forum. Agency hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to any Loan Document or in the transactions contemplated thereby.
Section 9.12. Time is of the Essence. Time is of the essence in the performance and enforcement of this Agreement and the other Loan Documents.
Section 9.13. No Recourse Against Constituent Members of Agency. Agency is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to the Amended JPA Agreement and is a public entity separate from its constituent members. Agency shall be solely responsible for all debts, obligations and liabilities accruing and arising out of this Agreement and the Notes. County shall not make any claims, take any actions or assert any remedies against any of Agency’s constituent members in connection with any payment default by Agency under this Agreement or any other Loan Document.
[Signatures appear on following page.]
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Upon your acceptance hereof in the manner hereinafter set forth, this Agreement will constitute a contract between us for the uses and purposes hereinabove set forth.
Executed as of the first date written above.
SONOMA COUNTY WASTE MANAGEMENT AGENCY
By: _____________________________
Name: Leslie Lukacs
Its: Executive Director
COUNTY OF SONOMA
By: _____________________________
Name:
Its:
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EXHIBIT A
Definitions
“Accounts” means all rights to payment of a monetary obligation, whether or not earned by performance, (i) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (ii) for services rendered or to be rendered, (iii) for a secondary obligation incurred or to be incurred, or (iv) for energy provided or to be provided.
“Advance” is defined in Section 2.1.
“Agency” is defined in the introductory paragraph.
“Agreement” means this Credit Agreement, as the same may be amended, modified or restated from time to time in accordance with the terms hereof. “Amended JPA Agreement” means the Amended and Restated Joint Exercise of Power Agreement for the Sonoma County Waste Management Agency, as amended by the First Amendment to Amended and Restated Joint Exercise of Powers Agreement, effective as of ____________.
“Amortized Principal” means the sum of the following, as of the Revolving Credit Termination Date: (i) the total outstanding principal balance of all Advances and (ii) all accrued but unpaid interest thereon, as determined pursuant to Section 2.5(b). “Authorized Representative” means the Executive Director of Agency, or the Executive Director’s designee.
“Business Day” means any day other than a Saturday or Sunday or holiday recognized by the County of Sonoma.
“County” is defined in the introductory paragraph.
“Default” means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default. “Default Rate” means the rate of eight percent (8.0%) per annum. “Dollars and $” mean lawful money of the United States. “Event of Default” is defined in Section 8.1.
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“GAAP” means generally accepted accounting principles as established and interpreted by the Governmental Accounting Standards Board (GASB) and as applied by Agency.
“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial taxing, regulatory or administrative powers or functions of or pertaining to government.
“HHW Facility” is defined in Recital E of this Agreement. “Indebtedness for Borrowed Money” means, for any Person (without duplication), (i) all indebtedness created, assumed or incurred in any manner by such Person representing money borrowed (including by the issuance of debt securities), (ii) all indebtedness for the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business not more than 90 days past due), (iii) all indebtedness secured by any Lien upon Property of such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, and (iv) all obligations of such Person on or with respect to letters of credit, banker’s acceptances and other evidences of indebtedness representing extensions of credit whether or not representing obligations for borrowed money. “Indemnified Liabilities” is defined in Section 9.4.
“Indemnified Person” is defined in Section 9.4.
“Loan Documents” means this Agreement, the Note, and all other documents, certificates, instruments and agreements executed by Agency in connection with this Credit Agreement.
“Maturity Date” is defined in Section 2.5.
“Member Agencies” means the County of Sonoma, a political subdivision of the State of California and the Cities of Cloverdale, Cotati, Healdsburg, Petaluma, Rohnert Park, Santa Rosa, Sebastopol, Sonoma and Windsor, each a municipal corporation of the State of California.
“Note” is that certain Revolving Credit Promissory Note made, executed and delivered by Agency and payable to the order of County in the form (with appropriate insertions) attached hereto as Exhibit B.
“Obligations” means and includes all loans, advances, debts, liabilities and obligations of Agency to County, of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter owed by Agency to County, whether in connection with the Loan Documents or 167 of 270
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otherwise, including without limitation all interest, fees, charges, expenses, attorneys’ fees and accountants’ fees chargeable to Agency or payable by Agency thereunder. “Payment Date” means, other than the Maturity Date, the first day of each quarter of the calendar year (i.e., January 1, April 1, July 1 and October 1). “Person” means an individual, partnership, corporation, company, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof. “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.
“Related Parties” means, with respect to any Person, such Person’s affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s affiliates. “Revenues” means the revenues of Agency, as determined in accordance with GAAP; but excluding (i) any unrealized gain or loss resulting from changes in the value of investment securities, (ii) any gains on the sale or other disposition of fixed or capital assets not in the ordinary course of business and (iii) earnings resulting from any reappraisal, revaluation or write-up of fixed or capital assets. “Revolving Credit” is defined in Section 2.1.
“Revolving Credit Commitment” means Sixteen Million Dollars ($16,000,000). “Revolving Credit Termination Date” is defined in Section 2.3. “Step-Up Repayment Schedule” means the written schedule of quarterly installment payments that will be due to County in accordance with this Agreement, as further described in Section 2.5(c).
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EXHIBIT B
REVOLVING CREDIT PROMISSORY NOTE
$16,000,000 ____________, 2027
FOR VALUE RECEIVED, SONOMA COUNTY WASTE MANAGEMENT
AGENCY, a public agency formed under the provisions of the Joint Exercise of Powers Act of the State of California, Government Code Section 6500 et seq. (“Agency”), promises to pay to the order of COUNTY OF SONOMA, a political subdivision of the State of California (“County”) the principal sum of Sixteen Million Dollars ($16,000,000), pursuant to the terms of that certain Credit Agreement (the “Credit Agreement”) dated as of ___________, 2026, between Agency and County, together with interest thereon as provided herein and therein. All payments under this Revolving Credit Promissory Note (this “Note”) shall be made to County at its address specified in the Credit Agreement, or at such other place as the holder of this Note may from time to time designate in writing, in accordance with the terms of this Note and the Credit Agreement. Capitalized terms used but not defined in this Note shall have the definitions provided in the Credit Agreement.
1. Payment Terms. Following the Revolving Credit Termination Date, Agency agrees to pay regular quarterly payments of outstanding principal and interest calculated in accordance with the Step-Up Repayment Schedule provided for in the Credit Agreement. Such payments shall be made on each Payment Date through the Maturity Date. Interest will accrue on the unpaid principal balance of this Note from the date of each Advance prior to the Maturity Date (whether by lapse of time, acceleration or otherwise) at the Applicable Rate and after the Maturity Date (whether by lapse of time, acceleration or otherwise), whether before or after judgment, at the Default Rate, until paid in full, all as provided in the Credit Agreement. Prior to the Revolving Credit Termination Date, Agency shall not be obligated to make any scheduled payments of principal or interest on this Note, but may at its option make voluntary prepayments of principal and interest as provided in the Credit Agreement.
2. Maturity Date. Within fifteen (15) days of the Revolving Credit Termination Date, County shall provide Agency with a written amortization schedule of the quarterly payments required for repayment of the Amortized Principal in accordance with the Credit Agreement, which amortization schedule shall be subsequently signed by an authorized representative of Agency and County, and kept on file with this Note. The Maturity Date shall be determined as set forth in Section 2.5 of the Credit Agreement.
3. Default and Acceleration. Upon the occurrence of any Event of Default described in Section 8.1 of the Credit Agreement, County or any permitted holder of this Note may exercise any or all of the rights and remedies set forth therein, including the exercise of County’s option to accelerate this Note and declare all Advances and all indebtedness under this Note then outstanding to be immediately due and payable, with or without notice to Agency, as applicable.
4. Miscellaneous. This Note and the holder hereof are entitled to all of the rights benefits provided for in the Credit Agreement. All of the terms, covenants and conditions 170 of 270
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contained in the Credit Agreement are hereby made part of this Note to the same extent and with the same force as if they were fully set forth herein. In the event of a conflict or inconsistency between the terms of this Note and the Credit Agreement, the terms and provisions of the Credit Agreement shall control.
5. This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Agency or County, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.
6. This Note will be construed in accordance with, and governed by, the laws of the State of California.
7. Agency promises to pay all costs and expenses (including reasonable attorneys’ fees and expert witnesses’ fees) suffered or incurred by County or subsequent holder of this Note in the collection of this Note or the enforcement County’s rights and remedies under the Credit Agreement.
8. Agency hereby waives presentment for payment and demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. County may delay or forego enforcing any of its rights or remedies under this Note without losing them. Agency and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that County may renew or extend (repeatedly and for any length of time) the obligations evidenced by this Note or release any party or guarantor or collateral, or impair, fail to realize upon or perfect County’s security interest in the collateral, if any; and take any other action deemed necessary by County without the consent of or notice to anyone. All such parties also agree that County may modify the terms of this Note without the consent of or notice to anyone other than the party with whom the modification is made.
9. Prior to signing this Note, Agency read and understood all the provisions of this Note and the Credit Agreement. Agency agrees to the terms of this Note and the Credit Agreement. Agency acknowledges receipt of complete copies of this Note and the Credit Agreement.
SONOMA COUNTY WASTE MANAGEMENT AGENCY
By:
Name:
Its:
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EXHIBIT C
REQUEST FOR ADVANCE
$_________________ REVOLVING CREDIT
SONOMA COUNTY WASTE MANAGEMENT AGENCY (“AGENCY”) HEREBY REQUESTS AN ADVANCE UNDER AGENCY’S REVOLVING CREDIT IN ACCORDANCE WITH THE CREDIT AGREEMENT DATED AS OF _________________, 202_, BETWEEN AGENCY AND COUNTY OF SONOMA (“COUNTY”).
DATE OF REQUEST: __________________________
AMOUNT OF REQUESTED ADVANCE: $____________________________________ PURPOSE OF ADVANCE:
___ - THIS ADVANCE WILL BE USED TO FUND ____________________________. ____ - ATTACHED IS THE INVOICE(S) OR AGREEMENT(S) FOR WHICH SUCH ADVANCE WILL BE USED.
AGENCY CERTIFICATION:
AGENCY HEREBY CERTIFIES THAT:
(I) AFTER MAKING THE ADVANCE REQUESTED ON THE ADVANCE DATE ABOVE, THE SUM
OF ALL OUTSTANDING ADVANCES WILL NOT EXCEED THE REVOLVING CREDIT COMMITMENT THEN IN EFFECT;
(II) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT ARE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH ADVANCE DATE
TO THE SAME EXTENT AS THOUGH MADE ON AND AS OF SUCH DATE, EXCEPT TO THE
EXTENT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY RELATE TO AN
EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES ARE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH EARLIER DATE; PROVIDED THAT, IN EACH CASE, SUCH MATERIALITY QUALIFIER SHALL NOT BE
APPLICABLE TO ANY REPRESENTATIONS AND WARRANTIES THAT ALREADY ARE QUALIFIED OR MODIFIED BY MATERIALITY IN THE TEXT THEREOF; AND 173 of 270
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(III) NO EVENT HAS OCCURRED AND IS CONTINUING OR WOULD RESULT FROM THE
CONSUMMATION OF THE BORROWING CONTEMPLATED HEREBY THAT WOULD CONSTITUTE AN EVENT OF DEFAULT OR A DEFAULT.
(IV) THIS ADVANCE IS BEING USED FOR THE PURPOSE INTENDED AS PROVIDED IN THE CREDIT
AGREEMENT AND NO PORTION OF THIS ADVANCE IS BEING USED TO FUND OPERATING LOSSES.
(V) THE EXPENSES FOR WHICH THIS ADVANCE IS BEING REQUESTED HAVE ALREADY BEEN INCURRED BY THE AGENCY OR WILL BE INCURRED WITHIN 90 DAYS OF THE DATE OF THIS REQUEST FOR ADVANCE.
SONOMA COUNTY WASTE MANAGEMENT AGENCY
BY:
NAME: LESLIE LUKACS
ITS: EXECUTIVE DIRECTOR
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RESOLUTION NO. (XX)
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COTATI APPROVING
THE FIRST AMENDMENT TO THE AMENDED AND RESTATED JOINT
EXERCISE OF POWERS AGREEMENT FOR SONOMA COUNTY WASTE
MANAGEMENT AGENCY AND THE FIRST AMENDMENT TO THE CENTRAL
DISPOSAL SITE AND FORMER LANDFILLS SETTLEMENT AGREEMENT WHEREAS, the City of Cotati (“City”) is a member of the Sonoma County Waste Management Agency ("Agency"), under the Amended and Restated Joint Exercise of Powers Agreement dated March 1, 2017 ("JPA Agreement"); and
WHEREAS, the Agency was created under a joint powers agreement effective September 9, 1992, which was amended on January 24, 1996, and March 27, 2014, and replaced and superseded by the JPA Agreement dated March 1, 2017; and WHEREAS, the JPA Agreement authorizes the members, following approval by their governing bodies, to amend the JPA Agreement by unanimous consent; and WHEREAS, the Agency provides regional programs that include household hazardous waste collection, recycling, and disposal services; and WHEREAS, the Agency has acquired property at 5885 Pruitt Avenue in Windsor for a proposed household hazardous waste (“HHW”) collection facility intended to improve access and service capacity for residents in northern Sonoma County; and WHEREAS, the Agency has requested a revolving line of credit from the County of Sonoma to finance eligible development and construction costs for the proposed facility; and WHEREAS, Government Code section 6504 permits parties to a joint powers agreement to provide for contributions, payments of public funds, repayable advances, or personnel, equipment, and property in lieu of other contributions or advances; and WHEREAS, the proposed First Amendment to the JPA Agreement adds Section 3.B.xv to expressly authorize those forms of support at each member's sole discretion, subject to a written agreement approved by the Agency Board and the governing body of the applicable member; and
WHEREAS, the County proposes to fund the contemplated line of credit from the County Contingent Liability Reserve Fund, the Central Disposal Site Leak Fund, the Sonoma Leak Fund, and the Healdsburg Leak Fund, which requires an amendment to the Central Disposal Site and Former Landfills Settlement Agreement by and between the County of Sonoma and the Committed Cities; and
WHEREAS, the proposed amendments to the Landfill Settlement Agreement are intended to allow the County to loan funds for the purposes of constructing the HHW facility; and 177 of 270
WHEREAS, the City Council's approval of the two amendments does not make the City a borrower, lender, guarantor, or party to the County-Agency Credit Agreement and does not authorize construction of the proposed facility; and
WHEREAS, approval of the two interagency amendments is a governmental fiscal and administrative activity that does not itself approve construction or result in direct or reasonably foreseeable indirect physical changes in the environment, and project-level environmental review will occur separately as required.
NOW THEREFORE BE IT RESOLVED, by the City Council of the City of Cotati as follows:
1. Finds that the Recitals set forth above are true and correct and are incorporated herein by reference.
2. Approves the First Amendment to the Amended and Restated Joint Exercise of Powers Agreement for the Sonoma County Waste Management Agency in substantially the form attached as Exhibit A.
3. Approves the First Amendment to the Central Disposal Site and Former Landfills Settlement Agreement in substantially the form attached as Exhibit B.
4. The City Manager is authorized to execute the amendments on behalf of the City, and the City Clerk is authorized to attest and deliver the executed documents as required.
5. The City Manager or designee, in consultation with the City Attorney, may approve minor, non-substantive revisions to the subject amendments that do not materially alter the purpose, financial effect, or risk allocation of the amendments.
6. Nothing in this Resolution authorizes a City expenditure, guarantee, pledge, or repayment obligation under the County-Agency Credit Agreement. No City funds are requested or required, and the City is not approving, lending under, or becoming a party to that agreement.
7. The proposed action is exempt from the requirements of the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378(b)(4), in that, approving this action does not meet CEQA's definition of a “project,” because the action does not have the potential for resulting either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, and because this is an administrative activity of governments that will not result in direct or indirect physical changes in the environment.
8. This Resolution takes effect immediately upon adoption. Each amendment becomes effective only in accordance with its own approval and execution requirements. 178 of 270
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 July 28, 2026, by the following vote, to wit:
Approved:___________________________
Mayor
Attest:______________________________
Kevin Patterson, City Clerk
Approved as to form:______________________________
City Attorney
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1 FIRST AMENDMENT TO
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT FOR
SONOMA COUNTY WASTE MANAGEMENT AGENCY
This FIRST AMENDMENT TO AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT (“First Amendment”) is made this ____ day of ___________, 2024 (“Effective Date”) by and between the COUNTY OF SONOMA, a political subdivision of the State of California, the CITIES OF CLOVERDALE, COTATI, HEALDSBURG, PETALUMA, ROHNERT PARK, SANTA ROSA, SEBASTOPOL, SONOMA AND WINDSOR, each a municipal corporation of the State of California (the County and Cities are referred to individually herein as a “Member” and collectively as the “Members”).
RECITALS
A. The Members are authorized and empowered to contract with each other for the joint exercise of powers pursuant to the Joint Exercise of Powers Act (Government Code section 6500 et seq.) (the “JPA Act”); and
B. On September 9, 1992, the Members entered into an agreement for a joint powers agency to deal with waste management issues (“Original Agreement”) and the Original Agreement created a separate public entity known as the Sonoma County Waste Management Agency; and
C. On January 24, 1996 the Members entered into that certain First Amendment to Agreement Between the Cities of Sonoma County and Sonoma County for a Joint Powers Agency to Deal with Waste Management Issues; and
D. On March 27, 2014, the Members entered into that certain Second Amendment to Agreement Between the Cities of Sonoma County and Sonoma County for a Joint Powers Agency to Deal with Waste Management Issues; and
E. On March 1, 2017, the Members entered into the Amended and Restated Joint Exercise of Powers Agreement for the Sonoma County Waste Management Agency, which replaced and superseded the Original Agreement and all amendments thereto (“Agreement”); and F. The Agreement authorizes the Members, following approval by their governing bodies, to amend the Agreement by unanimous consent; and G. Section 6504 of the JPA Act provides in part that the parties to a joint exercise of powers agreement may provide that (a) contributions from the treasuries of the members may be made for the purpose set forth in the agreement, (b) payments of public funds may be made to defray the cost of such purpose, (c) advances of public funds may be made for the purpose set forth in the agreement, such advances to be repaid as provided in said agreement, or (d) personnel, equipment or property of one or more of the parties to the agreement may be used in lieu of other contributions or advances; and
H. As allowed by Section 6504 of the JPA Act, the Members desire to amend the Agreement to expressly provide that any of the Members may, at their sole individual discretion, 180 of 270
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2 make contributions, payments, advances, or provide personnel, equipment or property to the Agency, subject to the conditions set forth in this First Amendment.
AGREEMENT
1. Section 3.B.xv. is hereby added to the Agreement to read as follows:
“xv. The Agency may accept from the Members, and each of the Members may make, at their sole discretion, (a) contributions from any of the Members’ treasuries to be used in furtherance of the purposes set forth in this Agreement, (b) payments of public funds from any of the Members to defray the cost of the purposes set forth in this Agreement, (c) advances of public funds for any of the purposes set forth in this Agreement, including but limited to advances in the form of loans or lines of credit, with such advances to be repaid pursuant to terms set forth in a written agreement between the Agency and the Member contributing such advances, the terms of which must be approved by the Agency Board of Directors and the governing body of the applicable Member, or (d) personnel, equipment or property of one or more of the Members may be used in lieu of other contributions or advances, subject to terms set forth in a written agreement between the Agency and the Member contributing such personnel, equipment or property, the terms of which must be approved by the Agency Board of Directors and the governing body of the applicable Member.”
2. This First Amendment shall affect only the items specifically set forth herein, and all other terms and conditions of the Agreement shall remain in full force and effect. [Signature Page to Follow]
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3 FIRST AMENDMENT TO
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT FOR
THE SONOMA COUNTY WASTE MANAGEMENT AGENCY
IN WITNESS WHEREOF, the Members hereto, unanimously consent, through their governing bodies, to this First Amendment, and have caused their names to be affixed by their proper and respective officers as of the day and year first written above.
CITY OF CLOVERDALE, A Municipal
Corporation of the State of California
By:
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
CITY OF COTATI, A Municipal
Corporation of the State of California
By:
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
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4 City Attorney
CITY OF HEALDSBURG, A Municipal
Corporation of the State of California
By:
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
CITY OF PETALUMA, A Municipal
Corporation of the State of California
By:
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
CITY OF ROHNERT PARK, A Municipal
Corporation of the State of California
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5 By:
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
CITY OF SANTA ROSA, A Municipal
Corporation of the State of California
By:
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
CITY OF SEBASTOPOL, A Municipal
Corporation of the State of California
By:
Mayor
ATTEST:
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38066.00000\42487228.1
6 City Clerk
APPROVED AS TO FORM:
City Attorney
CITY OF SONOMA, A Municipal
Corporation of the State of California
By:
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
COUNTY OF SONOMA, A Municipal
Corporation of the State of California
By:
Chair
Board of Supervisors
ATTEST:
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38066.00000\42487228.1
7 Clerk of the Board of
Supervisors
APPROVED AS TO FORM:
County Counsel
TOWN OF WINDSOR, A Municipal
Corporation of the State of California
By:
Mayor
ATTEST:
Town Clerk
APPROVED AS TO FORM:
Town Attorney
ZERO WASTE SONOMA, A California
Joint Powers Authority
By:
Leslie Lukacs
Executive Director
APPROVED AS TO FORM:
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38066.00000\42487228.1
8 Agency Counsel
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1 FIRST AMENDMENT TO
CENTRAL DISPOSAL SITE AND FORMER LANDFILLS
SETTLEMENT AGREEMENT
BETWEEN
THE COUNTY OF SONOMA
AND THE COMMITTED CITIES
The County of Sonoma (the “County”) and the Committed Cities (as defined below) (collectively, the “Parties” and individually any “Party”) first entered into that certain Central Disposal Site and Former Landfills Settlement Agreement, with an effective date of April 1, 2015 (hereinafter “Settlement Agreement”). This First Amendment to the Settlement Agreement (“First Amendment”) shall become effective as of the date it is fully executed by all Parties.
R E C I T A L S
A. As defined by the Settlement Agreement, the "Committed Cities" refers to those cities that have executed Waste Delivery Agreements with Republic Services of Sonoma County (“Republic”), which are as follows: the City of Cloverdale, the City of Cotati, the City of Healdsburg, the City of Rohnert Park, the City of Sebastopol, the City of Santa Rosa, the City of Sonoma, and the Town of Windsor.
B. Pursuant to the Master Operations Agreement between the County and Republic and the Settlement Agreement between the County and the Committed Cities, the County has collected funds on all Committed City Waste for the benefit of the County and Committed Cities to cover environmental liabilities associated with the Former Urban Landfills and the Central Disposal Site (or “CDS”);
C. These funds are held within the County’s Treasury Pool and may be used only pursuant to the Settlement Agreement. Specific funds authorized by the Settlement Agreement and relevant here include: (i) the County Contingent Liability Reserve Fund, available to the County to address Unexpected Events (as defined by the Settlement Agreement) at the Former Urban Landfills and/or to cover unfunded liabilities at the CDS in the event of a Default by Republic; (ii) the Sonoma Leak Fund, designated to address Unexpected Events at the former Sonoma Landfill; and (iii) the Healdsburg Leak Fund, designated to address Unexpected Events at the former Healdsburg Landfill.
D. The Sonoma County Waste Management Agency (“Agency”) has acquired property located at 5885 Pruitt Avenue, Windsor, California (APN 059-271-082) (the “Property”), where it desires to develop a household hazardous waste collection facility, which may include offices for the Agency’s staff and administrative functions (the “HHW Facility”). The proposed HHW Facility would further the Agency’s household hazardous waste (“HHW”) program by providing improved access to HHW drop off and collection services to residents of 189 of 270
2 the cities and unincorporated areas in the northern part of Sonoma County, thereby helping to divert HHW from the CDS.
E. The Agency is requesting a line of credit from the County to construct the HHW Facility. Under the Joint Exercise of Powers Act (Government Code section 6000 et seq.), specifically Government Code section 6504, member agencies of a joint powers authority are allowed to make “advances” to the authority in furtherance of the purposes set forth in the joint powers agreement, with the advances repaid according to the terms of the joint powers agreement. The County, as a member agency of the Agency, desires to provided the requested line of credit, provided the lending funds can be made available from the County Contingent Liability Reserve Fund, the Sonoma Leak Fund, and the Healdsburg Leak Fund.
F. The County Contingent Liability Reserve Fund, the Sonoma Leak Fund, and the Healdsburg Leak Fund (collectively, the “Reserve Funds”), which together had a balance of approximately $21,165,981 as of October 31, 2025, are supplemental to the Former Urban Landfill Fund, which is the primary fund established under the Settlement Agreement to manage long-term liabilities at the closed urban landfills. During the anticipated term of the proposed line of credit to the Agency, the Reserve Funds are not immediately needed for their intended purposes, though the Parties agree these funds should be maintained over the long term to address potential future liabilities.
G. Under the terms of the Settlement Agreement, the County Contingent Liability Reserve Fund, the Sonoma Leak Fund, and the Healdsburg Leak Fund are each restricted for specific purposes as set forth therein. To issue the requested line of credit to the Agency, the County has requested, and the Committed Cities have agreed, to amend the Settlement Agreement for the limited purpose of allowing the County to use amounts from these Reserve Funds to fund the proposed Agency line of credit, as more specifically described herein.
H.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
A G R E E M E N T
1. The above recitals are true and correct.
2. Section 6.6 “Use of County Contingent Liability Reserve Fund” of the Settlement Agreement is hereby deleted and replaced as follows:
6.6 USE OF COUNTY CONTINGENT LIABILITY RESERVE FUND
During the term of this Agreement, the County shall retain the County Contingent Liability Reserve Fund in a separate account to be available to the County to: (i) fund Unexpected Events at the Former Urban Landfills; and/or (ii) be used in connection with 190 of 270
3 unfunded liabilities at the CDS in the event of a Default by Republic; and/or (iii) be used as a revolving line of credit for the benefit of the Sonoma County Waste Management Agency (“Agency”) pursuant to an agreement between the County and the Agency that requires all sums borrowed by the Agency be repaid on or before [day/month] 2054 (“Line of Credit Agreement”).
3. In addition to the County Contingent Liability Reserve Fund, the Settlement Agreement also set aside other funds for the benefit of the County and Committed Cities to cover the environmental liabilities associated with the Former Urban Landfills. These funds include the Healdsburg Leak Fund and the Sonoma Leak Fund. The parties agree that the Healdsburg Leak Fund and the Sonoma Leak Fund may be used to fund a revolving line of credit for the benefit of the Sonoma County Waste Management Agency pursuant to the above-referenced Line of Credit Agreement.
4. The parties understand that the funds provided to the Sonoma County Waste Management Agency pursuant to the above-referenced Line of Credit Agreement may not be fully repaid to the County before the expiration of the Waste Delivery Agreements. County shall undertake reasonable efforts to ensure repayment to the County of all funds provided to the Sonoma County Waste Management Agency so as to ensure that the line of credit to the Agency does not impair the reasonable expectations of the parties hereunder; i.e. that such funds remain available for the term of the Settlement Agreement for the purposes described therein. Notwithstanding the foregoing, the parties agree that any funds that may be due but are not yet paid to the County under the Line of Credit Agreement shall not be considered directly or indirectly available to fund any liabilities that may arise under the Settlement Agreement for the duration of the Agency’s repayment period.
5. Except to the extent the Settlement Agreement is specifically amended or supplemented hereby, the Settlement Agreement, together with exhibits is, and shall continue to be, in full force and effect as originally executed, and nothing contained herein shall, or shall be construed to modify, invalidate or otherwise affect any provision of the Settlement Agreement or any rights of the Parties arising thereunder.
6. This First Amendment shall be governed by and construed under the internal laws of the State of California, and any action to enforce the terms of this First Amendment or for the breach thereof shall be brought and tried in the County of Sonoma.
THE COUNTY AND EACH OF THE COMMITTED CITIES HAVE CAREFULLY READ AND REVIEWED
THIS FIRST AMENDMENT AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY
EXECUTION OF THIS FIRST AMENDMENT, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO.
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4 IN WITNESS WHEREOF, this First Amendment to the Settlement Agreement shall be effective as of the Effective Date.
County of Sonoma
Dated: ___________________ By: __________________________________ Name: Rebecca Hermosillo
Title: Chair of the Board of Supervisors
APPROVED AS TO FORM FOR COUNTY OF
SONOMA
By: _________________________________
Name: Lisa Pheatt
Title: Deputy County Counsel
City of Cloverdale
Dated: _______________________ By: _________________________________ Name: _______________________________
Title: ________________________________
APPROVED AS TO FORM FOR CITY OF
CLOVERDALE
By: _________________________________
Name: Alex Mog
Title: City Attorney
City of Cotati
Dated: _________________________ By: _________________________________ Name: _______________________________
Title: ________________________________
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5 APPROVED AS TO FORM FOR CITY OF COTATI
By: _________________________________
Name: John Bakker
Title: City Attorney
City of Healdsburg
Dated: ___________________ By: _________________________________ Name: _______________________________
Title: City Attorney
APPROVED AS TO FORM FOR CITY OF
HEALDSBURG
By: _________________________________
Name: Samantha Zutler
Title: City Attorney
City of Rohnert Park
Dated: ____________________ By: _________________________________ Name: _______________________________
Title: ________________________________
APPROVED AS TO FORM FOR CITY OF
ROHNERT PARK
By: _________________________________
Name: Michelle Kenyon
Title: City Attorney
City of Santa Rosa
Dated: ____________________ By: _________________________________ Name: _______________________________
Title: ________________________________
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6 APPROVED AS TO FORM FOR CITY OF SANTA
ROSA
By: _________________________________
Name: Teresa Stricker
Title: City Attorney
City of Sebastopol
Dated: ___________________ By: _________________________________ Name: _______________________________
Title: ________________________________
APPROVED AS TO FORM FOR CITY OF
SEBASTOPOL
By: _________________________________
Name: Alex Mog
Title: City Attorney
City of Sonoma
Dated: ___________________ By: _________________________________ Name: _______________________________
Title: ________________________________
APPROVED AS TO FORM FOR CITY OF
SONOMA
By: _________________________________
Name: David Ruderman
Title: City Attorney
Town of Windsor By: _________________________________
Name: _______________________________
Title: ________________________________
APPROVED AS TO FORM FOR TOWN OF
WINDSOR
By: _________________________________
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7 Name: Jose Sanchez
Title: Town Attorney
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Cotati City Council
Agenda Staff Report
Item type: REGULAR AGENDA (ACTION)
To: City Council
Subject: FREEWAY ORIENTED DEVELOPMENT ZONING OVERLAY
Date: July 28, 2026
Written by: Noah Housh, Director of Community Development Recommendation
It is recommended that the City Council:
1. Consider establishing a Freeway Oriented Development (FOD) Overlay District applicable to properties located in proximity to U.S. 101, with an initial focus on the industrial district west of the freeway; and
2. Direct staff to initiate the necessary zoning code amendments to implement the overlay district consistent with the direction of the Planning Commission and City Council.
Background
In June 2025, the City Council adopted the 2026/27 fiscal year work plan which included a project for the Community Development Department to develop a freeway-oriented zoning overlay. The City's freeway-adjacent commercial properties represent a significant economic asset located along and in close proximity to a primary gateway into Cotati. Properties in these locations differ from traditional neighborhood-serving commercial locations in that they provide high visibility to regional travelers and motorists, expanded customer access, and the ability to directly advertise responses to changing consumer demand. These unique characteristics provide economic opportunities and benefits to businesses locating at these locations and the goal of this ordinance would be to allow flexibility for these locations to be leveraged by the Cotati business community.
Beginning in February 2026, City staff engaged directly with property owners and businesses in the proposed freeway-oriented overlay area to gather their input regarding the proposal. In discussions with property owners and business operators, several ideas to support reinvestment and business attraction were voiced including limitations on signage, restrictions on temporary promotional activities, and a expanded allowances of permitted commercial uses. 196 of 270
Building on these efforts, staff has evaluated strategies employed by other Sonoma County and California jurisdictions to support highway-commercial zoning districts and properties.
Examples throughout the state range from sign and billboard-oriented regulations (Lemoore, CA) to a separate zoning district with a completely unique development standards (Santa Fe Springs, CA). Locally, none of the other Sonoma County jurisdictions have a freeway-oriented overlay district specifically, however elements such as the City of Sant Rosa “auto-row sign program”, do exist within the County. The overlay district proposed for consideration in Cotati is intended to provide additional business support and flexibility, while maintaining compatibility with surrounding development and preserving community character.
On July 20, 2026, the Planning Commission conducted a public workshop to gather input and provide direction on the potential FOD overlay district.
Analysis/Discussion
.Purpose of an Freeway Oriented Overlay District
A Freeway-Oriented Development (FOD) zoning overlay is a tailored set of development regulations imposed over an existing base zone for properties adjacent to major freeways. These zoning tools are primarily designed to balance the high visibility and circulation improvements adjacent to freeways with community aesthetics, economic opportunity, and land use compatibility. Specific aspects of such a district may include land use and economic development elements, circulation and access infrastructure requirements and building design and aesthetic considerations. Below is a summary of some of the elements often considered in freeway-oriented development standards.
1. Land Use and Economic Development
-Overlays often encourage revenue-generating, auto-centric, or high-density uses that capitalize on the high traffic volume adjacent to a highway or freeway. -Commercial and Retail: Streamlines approvals for desirable uses which may benefit from freeway adjacency and/or visibility.
-Signage: Eases restrictions on large, highly visible signs or super-graphics, while enforcing guidelines on spacing, lighting, and Caltrans compliance.
2. Design and Aesthetics
-Because freeway-adjacent properties serve as a "gateway" to a city, overlays may impose strict aesthetic controls.
-Noise Mitigation: Requires upgraded insulation, specialized glazing, and specific building orientations to reduce freeway noise for residential occupants. -Architectural Design: Mandates higher-quality materials and design treatments for facades facing the freeway.
-Access and circulation requirements often include minimum block lengths, requirements for shared driveways and other traffic control infrastructure.
In Cotati, a majority of the properties under consideration for inclusion in the FOD overlay are 197 of 270
fully developed, and the city has well developed design and landscaping requirements limiting the need for a fully formed set of distinct development criteria. Rather than envision complete redevelopment of the freeway adjacent neighborhood, the proposed regulations are intended to recognize the existing freeway-oriented commercial properties ability to function as regionalserving destinations and create limited changes to the development standards that differ from neighborhood-scale commercial criteria.
Given that the purpose of the identified proposed FOD Overlay District is focused to:
-Encourage re-investment in freeway-visible commercial properties; -Promote business retention and attraction;
-Increase economic activity and tax-generating uses;
-Improve visibility of existing businesses;
-Facilitate adaptive reuse of existing commercial buildings; and -Provide regulatory flexibility appropriate for freeway-oriented commercial development.
Proposed Signage Provisions
Visibility is a critical factor in the success of freeway-oriented businesses. Staff have found that existing sign regulations may limit the ability of businesses to effectively identify their location and attract motorists passing on the adjacent Hwy 101. Therefor the overlay district would increase sign allowances and flexibility through provisions such as:
-Increased sign area allowing an addition 50 square feet per business; -Additional monument sign opportunities;
-Taller freestanding signs where site conditions warrant; Other sign code elements which could be added include:
-Multi-tenant directory signage;
-Allowances for enhanced directional and wayfinding signage; -Allowance for additional temporary signs such as balloons, flags, pennants or streamers.
The FOD overlay would continue to regulate signage to ensure compatibility with community aesthetics, traffic safety requirements, and surrounding land uses. Based on input received from existing businesses and property owners, staff believes these modifications will improve commercial visibility while maintaining appropriate design standards. In addition to the freewayoriented code changes, staff is proposing other options to streamline signage review process citywide. These changes include elimination of a sign program requirement at commercial shopping centers and allowing monument sign heights of up to eight feet. These changes are intended to allow more unique sign designs and flexibility and improve visibility and capacity of freeway signs within the city. See the attached Exhibit A for additional information regarding the proposed sign code changes.
Temporary Sales Events and Promotional Activities
Many businesses rely upon periodic promotional activities to generate customer traffic and increase revenues. Existing regulations limit the frequency and duration of these types of “sales event” activities and requires a limited term permit to request approval. The fee for such a permit is $1,096 and can take approximately 45-60 days for approval. 198 of 270
The proposed overlay would provide increased flexibility by allowing for:
-Seasonal and holiday sales events;
-Outdoor merchandise displays;
-Vehicle sales promotions; and
-Business-sponsored community events.
Staff recommends allowing these activities “by right” through the establishment of objective operational standards addressing:
-Maximum duration;
-Hours of operation;
-Parking and access requirements;
-Noise limitations;
-Site maintenance; and
-Public safety considerations.
These standards are intended to balance economic activity with neighborhood compatibility.
Expanded Land Use Opportunities
The overlay would broaden the range of commercial uses permitted within designated freewayoriented areas. The attached redlined land use table (Exhibit B Table 2-3) identifies several uses proposed to be permitted “by right” and others proposed to go from a Use Permit to a Minor Use Permit to reduce the fees and time associated with the review of the requested activity.
Examples of uses proposed to be permitted either by-right or subject to existing zoning regulations include:
Doctors Offices
Examples of uses requiring a Minor Use Permit or Use Permit include:
Small Recycling Facility (5,000 sq. ft. +)
Specialized Schools/Training Facility
Antique or Collectible Store
Formula Based Restaurant (subject to the City’s adopted limitations) Medical Clinic/Urgent Care
Adult Daycare
Drive-through Services
Additional zoning information is available within the Cotati Municipal Code:
https://ecode360.com/46697372#46697372
More information regarding the definition of each of these uses can be found in the City’s zoning glossary: https://ecode360.com/46701370
Based on input received from business and property owners, staff finds that expanded land use opportunities will encourage occupancy of vacant commercial space and support long-term economic sustainability.
General Plan Consistency
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Staff finds the proposed FOD Overlay District would be consistent with several goals and policies of the Cotati General Plan, including those related to economic vitality and land use.
Specifically, these policies include:
Economic Vitality
Policy EV 1.1: Attract and retain economic sectors in which Cotati has competitive advantages and capitalize on these strengths in order to diversify local economic activities.
Policy EV 1.12: Encourage the growth of new commercial enterprises within appropriately zoned areas while maintaining the stability of the existing commercial businesses.
Policy EV 1.15: Support and encourage the continued success and growth of Cotati’s industrial area
Land Use
Action LU1.b: Either combine the Commercial/Industrial and General Industrial districts into a single district that accommodates the range of industrial and commercial uses allowed in the Commercial Industrial land use designation, or amend the Commercial/Industrial and General Industrial designations to accommodate the range of uses allowed in the Commercial/Industrial land use designation.
Policy LU 1.4: Require new development to occur in a logical and orderly manner, focusing growth on infill locations and areas designated for urbanization on the Land Use Map (see Figure
7.1), and be subject to the ability to provide urban services, including paying for any needed extension of services.
Policy LU 3.6: Support the continued development and intensification of employment centers throughout all non-‐residential areas of the City.
Staff response: The proposed amendments would promote business attraction, business retention, while also encouraging growth of new commercial investment, employment opportunities, and generation of local revenues in the industrial area of the City in that allowing additional signage, sales events and expanded land uses in the area would allow new opportunities to attract regional customers. Further, these changes would expand the range of allowed uses in the Industrial district; focus growth on infill parcels in urbanized areas; and support intensification of employment centers in a non-residential area of the City. Based on this, staff has identified the proposed changes as consistent with the overall intent and policy direction of the General Plan.
Planning Commission Recommendations
On July 20, 2026, the Planning Commission held a workshop to consider the potential code changes proposed under the Freeway Oriented Development (FOD) overlay concept. After reviewing all of the material and hearing from several members of the public, the Planning Commission indicated general support for the project and made the following recommendations:
• Expand boundary south along Redwood Dr to 76 gas station. Maps of the proposed FOD area are included in the attached presentation deck.
• Supports allowing more sales and promotional activities by-right 200 of 270
• Supports additional sign height and size
• Supports allowing additional temporary signs to support sales events • Revise the sign illumination requirements to modernize lighting, sign types and electrification methods
• Continue prohibition on electronic message board signs • Be conscious of unintended consequences of changing regulations, including light pollution and visual blight
• Keep updated regulations to west side of U.S. 101 only with this project Financial Considerations
There are no direct impacts to the general fund or fiscal year budget beyond the staff time associated with the public outreach and process to develop the ordinance. The intent of these changes is to create conditions where business activity can expand in this area of the City, therefore growing the customers served and revenue received by both businesses and the City.
Environmental Issues
The proposed public workshop is not a project under CEQA. No action is being taken by the City Council and therefore there is not a determination to be made regarding the environmental impacts. Where it can be determined with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA review. This general rule can be applied to activities which could be subject to the CEQA process, but which logic dictates should not be subject to CEQA review. Therefore, based on the information provided above, the proposed workshop is exempt from CEQA pursuant to Section
14.03.021 of the CEQA Guidelines in that there is no possibility that the activity may have a significant impact on the environment. Future consideration of the ordinance to formally implement the proposed changes will be a project under CEQA and will require a formal determination at that time.
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City of Cotati, CA
Downloaded from https://ecode360.com/CO4398 on 2026-05-21 Exhibit A
CHAPTER 17.38
SIGNS
§ 17.38.010. Purpose.
The regulations established by this chapter are intended to appropriately limit the placement, type, size, and number of signs allowed within the city, and to require the proper maintenance of signs. The purposes of these limitations and requirements are to:
A. Avoid traffic safety hazards to motorists, bicyclists, and pedestrians, caused by visual distractions and obstructions;
B. Promote the aesthetic and environmental values of the community by providing for signs that do not impair the attractiveness of the city as a place to live, work, and shop;
C. Provide for signs as an effective channel of communication, while ensuring that signs are aesthetically proportioned in relation to adjacent structures and the structures to which they are attached; and
D. Safeguard and protect the public health, safety, and general welfare. (A (part), 2004; Ord. 766 § 2 Exh)
§ 17.38.020. Applicability.
A. Signs Regulated. The requirements of this chapter shall apply to all signs in all zoning districts.
B. Applicability to Sign Content. The provisions of this chapter do not regulate the message content of signs (sign copy), regardless of whether the message content is commercial or noncommercial.
C. Definitions. Definitions of the specialized terms and phrases used in this chapter are in Article 9 (Glossary) under "Sign."
(A (part), 2004; Ord. 766 § 2 Exh)
§ 17.38.030. Sign permit and master sign plan requirements.
A. Sign Permit and/or Master Sign Plan Required. No sign shall be constructed, installed, or modified, unless a sign permit and, where applicable, master sign plan approval is first obtained in compliance with this chapter, or the sign is allowed without sign permit by Section 17.38.035 (Exemptions from sign permit requirements).
1. Compliance with Standards Required. No sign permit or master sign plan shall be approved for an existing or proposed sign unless the sign is in compliance with all applicable requirements of this chapter.
2. Building Permit Required. The installation of a sign may require a building permit.
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3. Compliance with Permit and/or Plan Required. After approval of a sign permit and/or sign plan, each sign site shall comply with the permit and plan.
4. Temporary Signs. Temporary signs shall comply with Section 17.38.070(G).
B. Review Authority.
1. Director. The director shall review sign permit and master sign plan applications and approve only those that comply with the findings required in subsection E of this section. The director may also refer a sign permit application to the design review administration for review and recommendation, either for the individual sign permit, a master sign plan, or as part of a development project that is otherwise subject to design review.
2. Conditions of Approval. The director may require conditions of approval that are deemed reasonable and necessary to achieve the purpose, intent, and objectives of this chapter.
C. Sign Permit Procedures.
1. Application Requirements. An application for a sign permit shall be prepared, filed, and processed in compliance with Chapter 17.60 (Permit Application Filing and Processing).
2. Application Contents. Each application shall include all of the following:
a. Plans for the sign, drawn to scale, showing the proposed location of the sign in relation to other signs on the site and adjacent properties, structures, and uses;
b. A complete color scheme for the sign, and design drawing of the sign; c. Sufficient other details of the proposed sign to show that it complies with the provisions of this chapter;
d. Written permission from the property owner for the placement of the proposed signs on the site;
e. Computation of the total sign area, the area of each individual sign, the height of each sign, and the total number of existing and proposed signs on the parcel;
f. An accurate indication on the plot plan of the proposed location of each present and future sign of any type, whether requiring a permit or not; g. If a sign permit application is filed for a site with existing signs, the application shall detail how the applicant will correct all nonconforming signs on the site as part of the installation of the proposed signs; and h. Other information as required by the department.
D. Master Sign Plan Requirements.
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§ 17.38.030
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1. When Required. A master sign plan shall be required for:
a. A new nonresidential project with four or more tenants; and b. Major rehabilitation work on an existing nonresidential project with four or more tenants, that involves exterior remodeling, and/or the modification to fifty percent or more of the existing signs on the site within a twelve-month period. For the purposes of this chapter, major rehabilitation means adding more than fifty percent to the gross floor area of the structures, or exterior redesign of more than fifty percent of the length of any facade within the project.
Each sign installed or replaced within the nonresidential project shall comply with the approved master sign plan.
2. Content of Plan.
a. A master sign plan shall include all the information and materials required by subsection (C)(2) of this section, and shall provide standards for the uniform style, construction, height, size, and placement of signs within the proposed project.
b. A master sign plan shall be included with any planning permit required by the city for the development of the parcel on which the sign is proposed to be located, and shall be processed simultaneously with the other plan.
3. Revisions. The director may approve revisions to a master sign plan in compliance with Section 17.64.090 (Changes to an approved project).
E. Findings for Approval. The approval of a sign permit or master sign plan shall require that the review authority first make all the following findings, as applicable:
1. The proposed signs do not exceed the standards of Sections 17.38.060 (Zoning district sign standards) and 17.38.070 (Standards for specific sign types), and are of the minimum size and height necessary to enable pedestrians and motorists to readily identify the facility or site from a sufficient distance to safely and conveniently access the facility or site;
2. That the placement of the sign on the site is appropriate for the height and area of a freestanding or projecting sign;
3. That a flush or projecting sign relates to the architectural design of the structure;
4. That signs do not unreasonably impair the visibility of existing signs on adjacent properties;
5. The placement and size of the sign will not impair pedestrian or vehicular safety;
6. The design, height, location, and size of the signs are visually complementary 205 of 270
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and compatible with the scale and architectural style of the primary structures on the site, any prominent natural features on the site, and structures and prominent natural features on adjacent properties on the same street;
7. The proposed signs are in substantial conformance with the design criteria in Section 17.38.050(G); and
8. The proposed signs are of a color, height, letter type, location, material, shape, size, and style that is appropriate for the use of the premises, enhancing to the premises, and harmonious with the surrounding neighborhood.
F. Expiration and Extension of Sign Permit Approval.
1. Approval of a sign permit or master sign plan shall expire twelve months from the date of approval unless the sign has been installed, or a different expiration date is stipulated at the time of approval. Before the expiration of a sign permit or master sign plan approval, the applicant may apply to the department for an extension of an additional twelve months from the original date of expiration.
In response to an extension request, the review authority may make minor modifications, or deny further extensions.
2. The expiration date of the sign permit or sign plan shall be automatically extended to concur with the expiration date of the companion building permit or other applicable permits.
(A (part), 2004; Ord. 766 § 2 Exh; A (part), 2019; Ord. 885 § 2 Exh) § 17.38.035. Exemptions from sign permit requirements.
The following signs are allowed without sign permit or master sign plan approval; provided, that they comply with Section 17.38.050 (General requirements for all signs), and any required building permit is obtained.
A. Nonstructural Modifications and Maintenance.
1. Modifications to sign copy on conforming signs, or changes to the face or copy of conforming changeable copy signs;
2. Nonstructural modifications of the face or copy of an existing conforming sign installed in compliance with a sign plan; provided, the modifications are consistent with the approved master sign plan; and
3. The normal maintenance of conforming signs, except as identified in Section
17.38.080(B).
B. Service Station Advertising Signs. Service station signage as required by California Business and Professions Code Sections 13530 through 13540.
C. Noncommercial Temporary Signs. Noncommercial temporary signs, except as otherwise authorized by California Civil Code Section 713, are allowed without a sign permit, subject to the following requirements:
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§ 17.38.035
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1. Duration. Temporary signs may be placed and maintained for a total maximum period of seventy consecutive days, no more than two times per calendar year (with a minimum of thirty days between postings), unless a longer time period is granted by the appropriate review authority in conjunction with an approved development project or limited term permit.
2. Placement. Temporary signs shall be located only on private property with the property owner's permission and shall not be sited so as to impede visibility of the street and/or traffic control signs to motorists, pedestrians or bicyclists.
3. Illumination. Temporary signs shall not be illuminated either internally or externally.
4. Number and Size. Temporary signs shall be limited to a total aggregate sign area of twelve square feet in residential zoning districts or twenty square feet in nonresidential zoning districts unless larger number or sizes are granted by the appropriate review authority in conjunction with an approved development project or limited term permit. See Section 17.38.050(A) for sign area measurement regulations.
5. Height. Temporary signs shall not exceed six feet in height when measured in accordance with Section 17.38.050(B).
D. Governmental Signs. Signs installed by the city, county, or a federal or state governmental agency, including but not limited to, the following:
1. Emergency and warning signs necessary for public safety or civil defense;
2. Traffic signs erected and maintained by an authorized public agency;
3. Legal notices, licenses, permits, and other signs required to be displayed by law;
4. Signs showing the location of public facilities (e.g., public telephones, restrooms, and underground utilities); and
5. Any sign, posting, notice, or similar sign placed by or required by a governmental agency in carrying out its responsibility to protect public health, safety, and general welfare.
E. Miscellaneous Signs. The following are not considered signs for purposes of implementing this chapter and do not require a sign permit though they may be subject to requirements of the city's design review process and/or issuance of a building permit:
1. Street Addresses. Street address numbers not exceeding twelve inches in height;
2. Official Flags. Flags of national, state, or local governments, or nationally recognized religious, fraternal, or public service agencies; provided, that:
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a. The length of a flag shall not exceed one-fourth the height of the flag pole; b. The height of the flag pole shall not exceed twelve feet within a residential zoning district and thirty feet within a nonresidential zoning district; and c. No private flag pole shall be located within a public right-of-way or required setback;
3. Ornamentation and Decoration. Symbols, pictures, patterns, and illumination approved as architectural ornamentation or decoration by the director;
4. Architectural Markers. Markers incorporated into building or landscape architecture on private property; provided, that none of these exceed four square feet.
(A (part), 2004; Ord. 766 § 2 Exh; Ord. 862 § 2 (part), 2016; A (part), 2019; Ord. 885 § 2 Exh)
§ 17.38.040. Prohibited signs.
All signs not expressly allowed by this chapter shall be prohibited. Examples of prohibited signs include, but are not limited to, the following:
A. Abandoned signs;
B. Animated and moving signs, including electronic message display signs, and variable intensity, blinking, or flashing signs, or signs that emit a varying intensity of light or color, except time and temperature displays (which are not considered signs), and barber poles;
C. Internally illuminated cabinet (can) signs;
D. Off-site signs (e.g., billboards), except as allowed by Section 17.38.070(G)(2); E. Obscene signs;
F. Pole signs and other freestanding signs over six feet in height; G. Roof signs;
H. Because of the city's compelling interest in ensuring traffic safety, signs that simulate in color, size, or design any traffic control sign or signal, or that make use of words, symbols, or characters in a manner that interferes with, misleads, or confuses pedestrian or vehicular traffic;
I. A sign in the form or shape of a directional arrow, or otherwise displaying a directional arrow, except as approved by the director, or as required for safety and convenience and for control of vehicular and pedestrian traffic within the premises of the subject use;
J. A sign attached to or suspended from a boat, vehicle, or other movable object that 211 of 270
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L. A sign placed within a public right-of-way, except as provided by Section
17.38.050(E);
M. Temporary and portable signs, except as specifically allowed by Section
17.38.070(G), including the following:
1. A-boards and other portable sidewalk signs,
2. Balloons and other inflatable devices,
3. Flags, except as specifically allowed by Section 17.38.035(E)(2), and
4. Pennants and streamers, except in conjunction with an approved limited term permit or event approved by the city council resolution, or as allowed in Section 17.38.070(G).
§ 17.38.050. General requirements for all signs.
The following rules shall govern the computation of sign area:
A. Sign Area Measurement. The measurement of sign area to determine compliance with the sign area limitations of this chapter shall occur as follows:
1. Surface Area. The surface area of a sign shall be calculated by enclosing the extreme limits of all framing, emblem, logo, representation, writing, or other display within a single continuous perimeter composed of squares or rectangles with no more than eight lines. See Figure 3-12.
Figure 3-12. Sign Area Measurement
2. Sign Structure. Supporting bracing or framework that is clearly incidental to the display itself shall not be computed as sign area.
3. Multi-Faced Signs. The sign area for a sign with more than one face shall be computed by adding together the area of all sign faces.
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dimensional objects (e.g., balls, cubes, clusters of objects, sculpture, or statuelike trademarks), the sign area shall be measured as their maximum projection upon a vertical plane. See Figure 3-13.
Figure 3-13. 3-D Sign Area Measurement
5. Time and/or temperature device. The area of any time and/or temperature device incorporated into a sign shall not be included in the calculation of total sign area.
6. Sign Lighting. Permanently installed illuminated panels, visible tubing, and strings of lights outlining all or a portion of a structure, other than lighting that is primarily for indirectly illuminating architectural features, signs, or landscaping, shall be deemed "signs" subject to this chapter and shall be counted as part of the allowed sign area. Each line of tubing or lights shall be deemed to have a minimum width of at least six inches for the purpose of are calculation.
B. Sign Height Measurement. The height of a sign shall be computed as the vertical distance from the lowest point of the base of the sign at normal grade, to the top of the highest attached component of the sign. See Figure 3-14.
Figure 3-14. Sign Height Measurement
1. Normal Grade. Normal grade shall be construed to be the lower of either the:
a. Existing grade before construction; or
b. Newly established grade after construction, exclusive of any berm, filling, mounding, or excavating solely for the purpose of locating the sign.
2. Where Normal Grade Cannot be Determined. In cases in which the normal grade cannot reasonably be determined, sign height shall be computed on the assumptions that the elevation of the normal grade at the base of the sign is equal to the elevation of the nearest point of the crown of a public street or the grade of the land at the principal entrance to the principal structure on the parcel, whichever is lower.
C. Sign Height Limitations.
1. Maximum Height for Freestanding Signs. A freestanding sign shall not exceed 215 of 270
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a height of sixeight feet above normal grade.
2. Maximum Height for Signs on Structures. The top of a sign mounted on a structure shall not extend higher than the lesser of:
a. The window sills of the second floor;
b. The top of the wall to which the sign is attached, in the case of a one-story structure; or
c. Twenty feet above normal grade.
See Section 17.38.070(D) of this chapter for exceptions to the above requirements for freeway-oriented signs.
D. Sign Location Requirements. Each sign shall be located in compliance with the following requirements, and all other applicable provisions of this chapter:
1. Each sign shall be located on the same site as the subject of the sign, except as otherwise allowed by Section 17.38.070 of this chapter for a specific sign type.
2. No sign shall project over public properly, or the public right-of-way, except where the city has granted an encroachment permit in addition to a sign permit.
3. No sign shall be placed so as to interfere with the operation of a door or window. A sign that covers architectural features shall be discouraged.
E. Signs Placed Within the Public Right-of-Way.
1. No sign shall be allowed in the public right-of-way except for the following:
a. Public signs erected by or on behalf of a governmental agency to convey public information, identify public property, post legal notices, or direct or regulate pedestrian or vehicular traffic;
b. Bus stop signs installed by a public transit company; c. Informational signs of a public utility regarding its lines, pipes, poles, or other facilities; or
d. Emergency warning signs erected by a governmental agency, a public utility company, or a contractor doing authorized within the public rightof-way.
2. Any sign installed or placed within the public right-of-way other than in compliance with this section shall be forfeited to the public and be subject to confiscation.
3. In addition to other remedies identified in Chapter 17.89 (Enforcement and Penalties) of this title, the city shall have the right to recover from the owner, or person placing the sign, the full costs related to the removal and disposal of the sign.
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4. A sign permit shall not be required for city signs placed within the public rightof-way and/or to convey public information.
F. Sign Design, Construction, and Maintenance. All signs shall be designed, constructed, and continuously maintained in compliance with the following standards:
1. Compliance with Applicable Provisions. All signs shall comply with the applicable provisions of the uniform codes of the city, any other applicable city ordinances, resolutions, or regulations, and this chapter.
2. Permanent Materials and Attachment. Except for banners, flags, temporary signs, and window signs conforming with the requirements of this chapter, all signs shall be constructed of permanent materials and shall be permanently attached to the ground, a building, or another structure by direct attachment to a rigid wall, frame, or structure.
G. Design Criteria for Signs. The following design criteria shall be used in reviewing the design of individual signs. Substantial conformance with each of the following design criteria shall be required before a sign permit or building permit can be approved.
1. Color. Colors on signs and structural members should be harmonious with one another and relate to the dominant colors of the other structures on the site.
Contrasting colors may be utilized if the overall effect of the sign is still compatible with the structure colors and prevailing colors in the surrounding neighborhood (where a theme can be identified).
2. Design and Construction.
a. All permanent signs shall be designed by professionals (e.g., architects, building designers, landscape architects, interior designers, or those whose principal business is the design, manufacture, or sale of signs), or others who are capable of producing professional results. b. All permanent signs shall be constructed by persons whose principal business is building construction or a related trade including sign manufacturing and installation businesses, or others capable of producing professional results. The intent is to ensure public safety, achieve signs of careful construction, neat and readable copy, and durability so as to reduce maintenance costs and to prevent dilapidation.
3. Materials and Structure.
a. Sign materials (including framing and supports) shall be representative of the type and scale of materials used on the site of the sign. Sign materials shall match those used on the structure and on other signs. b. No sign shall include reflective material.
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d. The size of the structural members (e.g., columns, crossbeams, and braces) shall be proportional to the sign panel they are supporting. In general, fewer larger supporting members are preferable to many smaller supports.
e. The use of individual letters incorporated into the building design is encouraged, rather than a sign with background and framing other than the structure wall.
4. Street Address. The review authority may require that a sign include the street address of the site, where it determines that public safety and emergency vehicle response would be more effectively served than if the street address were displayed solely on one or more structures on the site.
H. Copy Design Guidelines. The city does not regulate the message content (copy) of signs; however, the following are principles of copy design and layout that can enhance the readability and attractiveness of signs. Copy design and layout consistent with these principles is encouraged, but not required.
1. Sign copy should relate only to the name and/or nature of the business or commercial center.
2. Permanent signs that advertise continuous sales, special prices, or include phone numbers, etc., should be avoided.
3. Information should be conveyed briefly or by logo, symbol, or other graphic manner. The intent should be to increase the readability of the sign and thereby enhance the identity of the business.
4. The area of letters or symbols should not exceed forty percent of the background area in commercial districts or sixty percent in residential districts.
5. Freestanding signs should contain the street address of the parcel or the range of addresses for a multi-tenant center.
I. Sign Lighting. Sign lighting shall be designed to minimize light and glare on surrounding rights-of-way and properties.
1. A sign shall be illuminated by lights shining on the sign rather than by lights within the sign; except that a freeway-oriented sign in compliance with Section
17.38.070(D) of this chapter may have internal lighting.
2. External light sources shall be directed and shielded so that they do not produce illumination or glare off the site, on any object other than the sign.
3. Sign illumination shall not blink, flash, flutter, or change light intensity, brightness, or color.
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4. Colored lights shall not be used at a location or in a manner so as to be confused or construed as traffic control devices.
5. Neither the direct nor reflected light from primary light sources shall create hazards for pedestrians or operators of motor vehicles.
6. No lamp that exceeds fifteen watts shall be placed so that the face of the lamp is visible from a public right-of-way or adjacent property.
7. Light sources shall utilize hard-wired fluorescent or compact fluorescent lamps, or other lighting technology that is of equal or greater energy efficient.
Incandescent lamps shall be prohibited.
J. Maintenance of Signs.
1. Each sign and supporting hardware, including temporary signs, shall be maintained in good repair and functioning properly at all times.
2. Any repair to a sign shall be of materials and design of equal or better quality as the original sign.
3. A sign that is not properly maintained and is dilapidated is a public nuisance, and may be abated in compliance with the municipal code.
4. When an existing sign is removed or replaced, all brackets, poles, and other supports that are no longer required shall be removed.
§ 17.38.060. Zoning district sign standards.
Each sign shall comply with the sign type, area, height, and other restrictions provided by this section, in addition to the provisions of Section 17.38.070, Standards for specific sign types.
A. Low Density and Neighborhood Zones. Each sign in the OSC, OSR, RR, RVL, NL, NM, or NU zoning districts shall comply with the requirements in Table 3-11.
Table 3-11
Sign Standards for Low Density and Neighborhood Zones
Allowed Sign Types Maximum Sign Height
Maximum Number of
Signs Allowed per
Parcel
Maximum Sign Area
Allowed per Parcel
Wall or freestanding Wall signs: below edge
of roof; Freestanding:
4 ft.
1 of either allowed sign
type per street frontage
12 sq. ft. maximum
each; 24 sq. ft. total for
all signs
B. Mixed Use Corridors and Districts. Each sign in the TOC, CG, CE, OSC, OSR, SPD, CD, and CI zoning districts and all properties within an adopted Specific Plan shall comply with the requirements in Table 3-12.
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Figure 3-15. Examples of Sign Types
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Table 3-12
Sign Standards for Mixed Use Corridors and Districts
Allowed Sign Types Maximum Sign Height Maximum Number of Signs Allowed per Parcel Maximum Sign Area Ground-mounted and Ground-floor Signs
Awning
Freestanding
Projecting, Wall
Below roof(1)
6 ft.
Below roof(1)
Single tenant site or structure: 3 of any
combination of allowed sign types per primary
structure frontage.
1 of any allowed sign type per secondary
frontage.
Site or structure with 4 or more tenants: 1 of any
allowed sign type per business frontage.
Maximum sign area per parcel. The total sign area of all signs on a parcel shall not exceed the following:
1. 1 sq. ft. for each linear ft. of primary building frontage;
2. 0.5 additional sq. ft. for each linear foot of secondary building frontage;
3. Each use is allowed a total sign area of at least 25 sq. ft. regardless of frontage length; and
4. The total sign area per use shall not exceed 100 sq. ft.
Maximum sign area per building frontage. The total area of all signs on a single building frontage shall not exceed the total linear feet of that frontage.
Suspended Below eave/ canopy; at least 8 ft.
above a walking surface
Site with 4 or more tenants: is allowed an additional freestanding identification sign of 0.25 sq. ft. for each linear ft. of total primary structure frontage, up to 100 sq. ft. maximum.
Freeway Oriented Wall,
Freestanding or Pole Signs
25-feet 1 Freeway oriented sign shall be allowed per
parcel
Up to 50 additional square feet of signage may be grated for a freeway oriented sign where allowed by the City Council. A site with multiple tenants must accommodate all tenants on the freeway oriented sign, utilizing only the additional 50 square feet.
Temporary/ Portable See Sections 17.38.070(A) and 17.38.070(G) Window See Section 17.38.070(I)
Other Types As allowed by Section 17.38.070, Standards for specific sign types Second Floor Signs
Awning, Projecting, Wall Below roof(1) 1 per tenant space 12 sq. ft. for each tenant. 1 directory sign not to exceed 12 sq. ft. is also allowed to identify upper floor occupants.
Window See Section 17.38.070(I)
Notes:
(1) At least one foot below the top of a parapet, the sill of a second floor window, and/or the lowest point of any cornice or roof overhang. 227 of 270
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(Ord. 766 § 2 Exh. A (part), 2004; Ord. 823 § 2(C) Exh. C (part), 2009; Ord. 935, 6/24/ 2025)
§ 17.38.070. Standards for specific sign types.
Proposed signs shall comply with the following standards applicable to the specific sign type. Each sign type listed in this section shall be included in the calculation of the total sign area allowed on a parcel by Section 17.38.060, Zoning district sign standards, unless this section explicitly provides otherwise. Each sign shall also comply with the sign area, height, and other requirements of Section 17.38.060, Zoning district sign standards, and all other applicable provisions of this chapter.
A. A-Board and Other Portable Sidewalk Signs. Each business may display one Aboard or other similar portable sign (Figure 3-16) in compliance with the following standards:
Figure 3-16. A-Board Sign
1. Limitation on Location. An A-board sign shall be allowed only on private property.
2. Sign Size. Each sign shall not exceed a width of thirty inches. Sign height shall be limited to forty-eight inches. Sign height shall be measured perpendicular from the placement surface to the highest point of the A-board sign. A-board signs shall be counted as part of the total sign area on a site for the purposes of determining compliance with Section 17.38.060 (Zoning district sign standards).
3. Sign Placement. An A-board sign shall be placed only on private property within the boundaries of the applicable business' street frontage, and shall be positioned so that it will not:
a. Obstruct required ADA sidewalk clearance;
b. Impede any line of sight for motorists at vehicular public right-of-way intersections, as recommended by the city engineer; or
c. Interfere with people exiting and entering parked cars.
4. Design and Construction Standards. The review authority shall approve an Aboard sign only if it first determines that the design and appearance of the sign, including any graphics and/or text, will shall reflect attractive, professional design, and that the sign will be durable and stable when in place.
5. Stabilization. The sign shall be stabilized to withstand wind gusts or shall be removed during windy conditions.
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6. Daily Removal. The sign shall be removed at the close of business each day.
7. Maintenance. The sign shall be continuously maintained in good condition with no peeling paint or other deterioration.
B. Awning Signs. The following standards apply to awning signs (Figure 3-17) in all zoning districts where allowed by Section 17.38.060 (Zoning district sign standards):
Figure 3-17. Awning Sign
1. Signs on awnings are limited to ground level or second story occupancies only.
2. Awnings shall not be internally illuminated. Direct exterior lighting may be allowed. Translucent awning materials are prohibited.
C. Freestanding Signs. The following standards apply to freestanding signs (Figure 3- 18) in all zoning districts where allowed by Section 17.38.060 (Zoning district sign standards):
Figure 3-18. Freestanding Sign
1. Multiple signs shall be separated by a minimum of seventy-five feet to ensure adequate visibility for all signs. The review authority may waive this requirement where the locations of existing signs on adjacent properties would make the seventy-five-foot separation impractical, or there is no other alternative.
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of-way, except as permitted by the review authority, and shall not obstruct a traffic safety sight area, as determined by the review authority.
3. To assist emergency response personnel in locating the site, freestanding signs should contain an illuminated street address plate. Numbers shall be a minimum of six inches in height. Street address numbers not exceeding six inches in height shall not be included in calculations of allowed sign area.
D. Freeway-Oriented Signs. A freeway-oriented sign may be approved in compliance with the following requirements:
1. Permit Requirement. Use Sign permit approval is required for a freeway-oriented sign.
2. Where Allowed. The director may allow a freestanding or a building-mounted freeway-oriented sign:
a. Within a CI, CG or SPD zoning district; and/or
b. On a parcel on the east side of the Highway 101 freeway having a property line within five hundred feet of the freeway right-of-way; or a parcel on the west side of Highway 101 having a property line within one thousand feet of the freeway right-of-way.
In these cases, the director may approve sign placement on a building façade, pole or monument sign visible from the freeway, with sign height not exceeding the limitations established for such signs, including the top of the wall to which the sign is attached.
3. Required Findings. The approval of a use permit for a freeway-oriented sign shall require that the commission first find that the use or site cannot be adequately identified by other signs allowed within the applicable zoning district, in addition to the other findings required for use permit approval by Section 17.62.050.
E. Murals. A mural placed on the wall of a structure may be allowed in any commercial or industrial zoning district subject to design review, and as follows:
1. A mural without text visible from a public right-of-way may be allowed approved in addition to (not counted as part of) the sign area allowed by Section
17.38.060, Zoning district sign standards; a mural with text shall comply with the sign area limitations applicable to the site.
2. Murals that illustrate the local setting and history as sources of inspiration are encouraged.
3. The approval of a mural shall require that the review authority first find that The size, colors, and placement of the mural shall be are visually compatible with the structure architecture, and that the mural will shall serve to enhance the aesthetics of the city.
F. Projecting Signs. The following standards apply to projecting signs (Figure 3-19) in all zoning districts where allowed by Section 17.38.060 (Zoning district sign standards):
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Figure 3-19. Projecting Sign
1. The maximum projection of a sign from a structure wall over a public right- of-way shall not exceed thirty-six inches over a sidewalk. Larger projections from the structure wall over private property may be approved by the review authority. Any projection over a public right-of-way shall require an encroachment permit.
2. The top of a projecting sign shall not exceed the lesser of fourteen feet, eave height, parapet height, or sill height of a second floor window. No portion of the sign shall project above the eave line of a sloped roof or the top of the parapet on a flat roof.
3. A projecting sign shall maintain a minimum clearance of eight feet from the bottom of the sign to the finished grade below.
4. Icon signs using shapes or symbols uniquely suited to the business, creative shapes, and three-dimensional signs are encouraged. See Figure 3-20.
Figure 3-20. Use of Icons/Symbols
5. Each sign shall be graphically designed for pedestrians, with a maximum area of nine square feet on each sign face, regardless of the length of the building frontage.
6. Sign supports shall be well-designed and compatible with the design of the sign.
G. Commercial Temporary Signs. The following temporary commercial signs are allowed within the TOC, CG, CE, OSC, OSR, CD, and CI zoning districts and all properties within an adopted Specific Plan subject to the applicable requirements:
1. Banners and Pennants. Temporary banners and pennants on private property shall comply with the following requirements:
a. The use of a banner or pennants may be allowed only for a licensed business for a total of thirty days each year. Each business and event is also allowed the one-time use of a banner for either the first thirty days after the commencement of the business, or during all days of the event. b. The application for a temporary sign permit for banners or pennants shall include the dates proposed by the applicant for scheduled banner use. c. A bond shall be posted for a banner permit as required by the director.
The bond may be called if the temporary banners are not removed within 233 of 270
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two days after the date when the permit required their removal. d. Shall be located on the same property as the business being advertised or where the event is occurring.
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safety and the city's interest in improving public convenience, off-site signs may be allowed on private property in compliance with the requirements of this subsection, with a sign permit. a. Where Allowed. An off-site sign for commercial purposes may be approved within the TOC, CG, CE, OSC, OSR, SPD, CD, and CI zoning districts and all properties within an adopted Specific Plan, only on sites where:
i. The review authority determines that a property owner has taken advantage of all permanent signs allowed by this chapter, and site visibility remains seriously impaired; and
ii. The structure which houses the business that is the subject of the sign message is on a parcel that is located more than one hundred fifty feet from a predominant public street frontage, the site is developed with all other signs allowed by this chapter, and the business entry and the other exterior signs allowed for the site by this chapter are not visible from the predominant public street. The "predominant public street" is the major vehicular route that provides access to the site and surrounding area; and
iii. Visibility of signage on the receiving parcel is not impaired, required landscape area is not removed or damaged, and off-site signage is integrated into the receiving parcel signage to every extent possible.
For purposes of this section, "receiving parcel" means the parcel on which the off-site sign will be located.
b. Sign Standards. An approved off-site sign shall comply with all the following requirements and the sign standards for the applicable zoning district in Section 17.38.060, Zoning district sign standards:
i. Number, Size, and Height Limitations. Only one off-site freestanding sign shall be allowed. The sign shall not exceed an area of four square feet or a height of sixeight feet.
ii. Design and Construction Standards. The appearance of the sign, including any graphics and/or text, shall reflect attractive, professional design, and the sign shall be durable and stable. iii. Placement Requirements. The sign shall be placed only on private property, at the location specified by the sign permit.
H. Wall Signs. The following standards apply to wall signs (see Figure 3-21) in all zoning districts where allowed by Section 17.38.060 (Zoning district sign standards):
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City of Cotati, CA
§ 17.38.070
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Figure 3-21. Wall Sign
1. Sign Location. A wall sign may be located on any primary or secondary structure frontage.
2. Maximum Sign Area. In addition to the limitations on sign area in Table 3-12, Section 17.38.060, the area of the largest wall sign shall not exceed seven percent of the area of the building facade on which the sign is mounted or painted, including the area of windows, doors, and recesses.
3. Projection from Wall Surface. A wall sign shall not project more than twelve inches from the surface to which it is attached.
I. Window Signs. The following standards apply to permanent window signs (see Figure 3-22) where allowed by Section 17.38.060 (Zoning district sign standards):
Figure 3-22. Window Sign
1. Sign Location. Window signs shall be allowed only on windows located on the ground level and second story of a structure frontage.
2. Maximum Sign Area. Permanent window signs shall not occupy more than twenty percent of the total window area.
3. Sign Materials. Window signs shall consist of individual letters, logos, or symbols applied to, stenciled on, or etched into the glass surface; however, neon signs with transparent backgrounds may be hung inside the window glass.
4. Temporary Window Signs. Temporary window signs are prohibited. § 17.38.080. Nonconforming signs.
A nonconforming sign is any permanent or temporary sign that was legally established and maintained in compliance with the provisions of all applicable laws in effect at the time of original installation but that does not now comply with the provisions of this land use code.
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City of Cotati, CA
§ 17.38.070
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City of Cotati, CA
§ 17.38.080
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A. General Requirements. A nonconforming sign shall not be:
1. Changed to another nonconforming sign;
2. Structurally altered to extend its useful life;
3. Enlarged;
4. Re-established after a business is discontinued for thirty days; or
5. Re-established after damage or destruction to fifty percent or more of the value of the sign, or its components, as determined by the building official.
B. Maintenance and Changes. Sign copy and face changes, nonstructural modifications, and nonstructural maintenance (e.g., painting, rust removal) are allowed without a sign permit up to a maximum of twenty-five percent of the existing total area of the sign. Face changes not including copy, and any nonstructural modifications exceeding twenty-five percent of the existing total area of the sign, and any structural changes shall comply with all applicable standards of this chapter.
§ 17.38.090. Public nuisance, abatement, and violation.
A. Public Nuisance Declared by Director. Any sign erected or maintained contrary to the provisions of this chapter may be declared to be a public nuisance by the director and proceedings for its removal may take place in compliance with the municipal code.
B. Public Nuisance Declared by Council. The director may ask the council to declare a sign a public nuisance under the following conditions:
1. The sign is significantly damaged either in support structure or sign face, as determined by the building official;
2. The sign is illegible either through erosion, fading, or rusting of the sign face or through faulty or missing illumination; or
3. The sign is unsafe for pedestrians or vehicles.
C. Removal of Abandoned Sign. A sign shall be removed by the owner or lessee of the premises upon which the sign is located when the business that it advertises is no longer conducted on the premises. If the owner or lessee fails to remove the sign, the director shall give the owner thirty days' written notice to remove it. Upon failure to comply with the notice, the director may have the sign removed at the owner's expense.
D. Violations.
1. Any of the following is a violation of this chapter and subject to all penalties and procedures identified in Chapter 17.89 (Enforcement and Penalties) and the municipal code.
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Downloaded from https://ecode360.com/CO4398 on 2026-05-21 a. To create, erect, install, or maintain any sign in a way that is inconsistent with any plan or permit governing the sign or the parcel on which the sign is located;
b. To fail to remove any sign that is created, erected, installed, or maintained in violation of this chapter or for which the sign permit has lapsed.
2. Each sign created, erected, installed, or maintained in violation of this chapter shall be considered a separate violation when applying the penalty portions of Chapter 17.89 (Enforcement and Penalties) of this title.
3. Each day of a continued violation shall be considered a separate violation when applying the penalty portions of Chapter 17.89 (Enforcement and Penalties) of this title.
§ 17.38.100. Appeal.
After denial of an application for a sign permit, the applicant may appeal that action in compliance with Chapter 17.84 (Appeals) of this title. The review authority shall act to grant or deny the appeal within sixty days of receipt of the request for review/appeal. § 17.38.110. Judicial review.
Any permit issued or denied in compliance with this chapter shall be subject to expedited judicial review to the extent provided by the time limits identified in Code of Civil Procedure Section 1094.8 et seq.
§ 17.42.130 Outdoor displays and sales.
A. Applicability. The provisions of this section apply to temporary and permanent facilities for outdoor display, sales (e.g., garden nurseries, lumber yards, news and flower stands, and similar uses where merchandise is displayed for sale), and outdoor eating areas, where allowed by Chapter 17.22 (Allowable Land Uses) of this title.
B. Temporary Outdoor Displays and Sales. See Section 17.62.030 (Limited term permit) of this title.
C. Permanent Outdoor Displays and Sales. The permanent outdoor display and sale of merchandise shall comply with the following standards:
1. The outdoor display of merchandise shall not exceed a height of six feet above natural grade, unless a greater height is allowed through use permit approval.
2. Outdoor display and sales areas shall not encroach into required setback areas or the public right-ofway. In zoning districts where no setback area is required, the outdoor sales area shall be set back a minimum of ten feet from adjoining property lines unless otherwise allowed through use permit approval.
3. Displayed merchandise shall occupy a fixed, specifically approved location that does not disrupt the normal function of the site or its circulation, and does not encroach upon driveways, landscaped areas, parking spaces, or pedestrian walkways. A display shall not obstruct intersection visibility or otherwise create hazards for pedestrian or vehicle traffic.
4. The outdoor display and sales area shall be directly related to a business occupying a permanent structure on the subject parcel.
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5. The review authority may require that outdoor sales and activity areas other than vehicle sales lots, produce stands, and nursery product sales be screened from the view of adjoining public rights-ofway by decorative walls, fences, or landscaping.
6. An outdoor display or sales area shall not entitle a site to additional signs, beyond those normally allowed by Chapter 17.38 (Signs) of this title.
?? Allowance for: ??
Balloons and other inflatable devices,
Flags, except as specifically allowed by Section 17.38.035(E)(2), and Pennants and streamers, except in conjunction with an approved limited term permit or event approved by the city council resolution, or as allowed in Section 17.38.070(G).
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Downloaded from https://ecode360.com/CO4398 on 2026-05-21 Exhibit B
17.20.020 Table 2-1 Zoning Districts
Special Purpose and Overlay Zones
CP Coordinated
Planning Overlay
All
FOD Freeway Oriented
Development
overlay
DSP/Industrial
MHP Mobilehome Park
Overlay
All Residential
MHPSSenior Mobilehome
Park Overlay
All Residential
PF Public Facility Public Facilities
TOC Transit Oriented
Community
Overlay
Specific Plan; Open Space/Parks; Low-Medium
Density Residential Medium Densit Residential;
High Density Residential; General Commercial;
Citywide
17.28.080 Freeway Oriented Development (FOD) overlay zone.
A. Purpose. The FOD overlay zone may be applied to commercial properties on the east side of the Highway 101 freeway having a property line within five hundred feet of the freeway right-of-way; or a parcel on the west side of Highway 101 having a property line within one thousand feet of the freeway right-of-way. The FOD zoning overlay is consistent with and implements the CI and DSP land use designation of the general plan.
B. Allowable Land Uses and Planning Permit Requirements. The land uses allowed within the PF zoning district and the planning permit requirement for establishing an allowed use are determined by Section 17.22.020 (Allowable land uses and planning permit requirements) of this title.
C. Development Standards. Subdivision, site planning, development, and new land uses on a site within the PF zoning district shall comply with the standards of the most restrictive zoning district other than PF that abuts the site; or as determined by the council for a city facility during the facilities planning process, with site coverage and structure heights consistent with existing adjacent development, where feasible.
The freeway Oriented Development standards may be applied to parcels:
a. Within a CI, CG or SPD zoning district; and/or
b. On a parcel on the east side of the Highway 101 freeway having a property line within five hundred feet of the freeway right-of-way; or a parcel on the west side of Highway 101 having a property line within one thousand feet of the freeway right-of-way.
In these cases, the director may approve sign placement on a building facade visible from the freeway, with sign height not exceeding the top of the wall to which the sign is attached. 243 of 270
Downloaded from https://ecode360.com/CO4398 on 2026-05-21 Section 17.22.020 Table 2-3
Allowed Land Uses and Permit Requirements for Commercial, Mixed Use, and Industrial Districts P Permitted use, zoning clearance required
MUP Minor use permit
UP Use permit required
S Permit requirement set by specific use regulations
– Use not allowed
Permit Required by District Specific Use
Land Use(1) Regulations
CE CG CD CI PF
Agricultural and Open Space Uses
Animal keeping S S S S – 17.42.040
Market Garden P P P – – 17.42.230,
17.42.240
Industry, Manufacturing and
Processing, Wholesaling
Agricultural product processing – – – P –
Artisan/craft product
manufacturing(5)
MUP MUP MUP P –
Brewery – Brew pub MUP MUP MUP MUP –
Brewery – Production – – – MUP –
Construction contractor – – – UP –
Food and beverage product
manufacturing
– – – MUP MUP
Furniture and fixtures manufacturing,
cabinet shop
– – – P –
Industrial research and development – MUP – P –
Laboratory – Medical, analytical,
research and development
P P – P –
Laundry, dry cleaning plant – – – UP –
Manufacturing/processing – Light – – – P –
Manufacturing/processing – Medium
intensity
– – – MUP –
Manufacturing/processing – Heavy – – – UP –
Media production P P – P –
Printing and publishing UP UP – P –
Recycling – Reverse vending
machine
MUP MUP – – –
Recycling – Small collection facility UP UP – MUP – 17.42.150 Recycling – Medium collection – – – UP – 17.42.150 244 of 270 Downloaded from https://ecode360.com/CO4398 on 2026-05-21 facility
Storage – Outdoor – – – UP – 17.42.140
Storage – Personal storage facility
(mini-storage)
– – – – –
Storage – Warehouse, indoor storage – – – UP –
Wholesaling and distribution – – – UP –
Winery – Boutique – UP – MUP –
Winery – Production – – – MUP –
Recreation, Education and Public Assembly Uses
Adult-oriented business – – – S – 17.40
Commercial recreation facility –
Indoor – 5,000 sq. ft. or less
UP P – P –
Commercial recreation facility –
Indoor – More than 5,000 sq. ft.
UP MUP – MUP –
Commercial recreation facility –
Outdoor
– – – UP –
Community garden(8) P P P – UP 17.42.220,
17.42.240
Conference/convention facility –
5,000 sq. ft. or less
UP MUP UP(2) MUP UP
Conference/convention facility –
More than 5,000 sq. ft.
UP UP UP(2) UP UP
Health/fitness facility UP P UP(2) P –
Library, museum P P MUP P P
Meeting facility, public or private –
5,000 sq. ft. or less
UP MUP MUP(2) MUP MUP
Meeting facility, public or private –
More than 5,000 sq. ft.
UP UP UP(2) UP UP
Park P P P – P
School – Elementary, middle,
secondary
UP(2) UP(2) – – UP
School – Specialized
education/training
UP(2) UP(2) UP(2) MUP UP
Sports and entertainment assembly – – – UP UP
Studio – Art, dance, martial arts,
music, etc.
P P MUP(2) P –
Theater UP MUP MUP MUP UP
Residential Uses
Accessory dwelling unit P P P – – 17.42.170
Emergency/transitional shelter – – S – S 17.42.072
Home occupation P P P – – 17.42.080 245 of 270
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Low barrier navigation center P P – – –
Microenterprise Home Kitchen
Operation (MEHKO)(9)
P P P P – 17.42.270
Residential care facility for the
elderly (RCFE)
UP MUP – – UP
Residential care facility, 7 or more
clients
UP – – – UP
Residential component of a mixed
use project
P P P – – 17.39.030,
17.39.040,
17.42.100
Supportive housing P P – – –
Retail Trade(3)
Accessory retail or services P P P P P
Alcoholic beverage sales –
Associated with a restaurant(4)
P P P P – 17.42.030
Alcoholic beverage sales UP UP UP UP – 17.42.030
Antique or collectible store MUP P MUP MUP –
Artisan shop P P P P –
Auto and vehicle sales and rental – UP – MUP –
Auto parts sales with no installation
services
– P – P –
Bar, tavern UP UP UP – –
Building and landscape materials
sales – Indoor
– P – P –
Building and landscape materials
sales – Outdoor
– UP – MUP – 17.42.130
Construction and heavy equipment
sales and rental
– – – MUP – 17.42.130
Convenience store UP UP – UP –
Drive-through retail – UP – UP – 17.42.070
Extended hour retail UP MUP MUP MUP –
Farm supply and feed store – P – P –
Farmers market(8) MUP MUP MUP MUP UP
Food cart(10) P/MUP P/MUP P/MUP P/MUP P/MUP 17.42.250
Food truck(10) P/MUP P/MUP P/MUP P/MUP P/MUP 17.42.250
Formula-based fast food restaurant S S S S – 17.42.071
Fuel dealer (propane for home and
farm use, etc.)
– – – UP –
Furniture, furnishings and appliance
store
P P UP P –
Garden stand P P P – – 17.42.130,
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17.42.230
General retail – Less than 5,000 sq.
ft.
P P P P –
General retail – 5,000 sq. ft. to
20,000 sq. ft.
P P P P –
General retail – More than 20,000 sq.
ft.
UP P UP P –
Groceries, specialty foods – 10,000
sq. ft. or less
P P P P –
Groceries, specialty foods – More
than 10,000 sq. ft.
UP MUP UP MUP –
Mobilehome, boat, or RV sales – – – MUP –
Night club UP UP UP – –
Outdoor display and sales MUP MUP MUP MUP – 17.42.130
Plant nursery – MUP – MUP –
Restaurant – Outdoor dining on
private property(6)
P/
MUP
P/
MUP
P/
MUP
P/
MUP
– 17.42.130
Restaurant – Outdoor dining in
public right of way
P P P P 17.42.130
Restaurant, cafe, coffee shop P P P P –
Retail complex UP P UP P –
Retail display gallery – P P – – 17.90.020
Second hand store UP UP UP – –
Service station (nonfossil fuels sales) UP UP UP – – 17.42.180 Sidewalk vending P P P P P 17.42.260
Tasting room UP P P P –
Warehouse retail – MUP – UP –
Services – Business, Financial, Professional
ATM P P P P –
Bank, financial services P P UP P –
Business support service P P P
(2) UP –
Medical services – Doctor office UP P
(2) P(2) P –
Medical services – Clinic, urgent
care
UP – – MUP –
Office – Accessory P P P P P
Office – Business/service UP UP(2) P
(2) P –
Office – Government MUP MUP MUP MUP MUP
Office – Processing UP(2) MUP UP(2) MUP –
Office – Professional/administrative P P P
(2) P –
Services – General 247 of 270
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Catering service – – – P –
Child day care center MUP P MUP MUP UP
Drive-through service – UP – UP – 17.42.070
Equipment rental – – – MUP – 17.42.140
Kennel, animal boarding – MUP – MUP –
Lodging – Bed and breakfast inn
(B&B)
P P MUP – –
Lodging – Boutique hotel or motel UP UP UP – –
Lodging – Hotel or motel UP UP UP – –
Maintenance service – Client site
services
– – – P –
Mortuary, funeral home UP – – – –
Personal services P P P P –
Personal services – Restricted UP(2) – – – –
Public safety facility UP UP UP UP P
Repair service – Equipment, large
appliances, etc.
– – – P –
Social service organization MUP(2) MUP(2) – MUP UP
Vehicle services – Major repair/body
work
– – – MUP –
Vehicle services – Minor
maintenance/repair
– – – MUP –
Veterinary clinic, animal hospital MUP P – P –
Transportation, Communications and Infrastructure
Ambulance, taxi, or limousine
storage
– – – UP –
Broadcasting studio – UP(2) UP(2) MUP –
Electric vehicle charging station(7) P P P P P 14.38
Parking facility, public or
commercial
UP UP UP – P
Telecommunications facility S S S S S 17.44
Transit station or terminal UP UP UP UP UP
Utility facility – – – UP UP
Vehicle storage – – – UP –
Key to Zoning District Symbols
CE East Cotati Avenue
Corridor
CI Commercial/Industrial
District 249 of 270
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CD Downtown Commercial
Notes:
(1) See Article 9 for land use definitions.
(2) Use allowed only on second or upper floors, in compliance with Section 17.24.050(C), Limitation on the Location of Allowable Land Uses, or behind an allowed ground floor street frontage use. (3) See Section 17.42.165, Retail use maximum floor area. (4) When the Department of Alcoholic Beverage Control allows customers under twenty-one years of age on the premises.
(5) Artisan/craft product manufacturing uses proposed in the CE, CG, CD, HC, LP, NG, and CA districts must be located within buildings and suites designed and oriented to engage and encourage pedestrian activity and interaction with the surrounding uses. Uses in these districts must also include retail storefront presence and design characteristics, with production and manufacturing design elements (such as loading doors, material storage, etc.) oriented away from the primary entrances and street frontages of developments where they are located. (6) MUP required for outdoor dining on private property in the CD district when the outdoor dining location is within one hundred feet of a dwelling on a different property that is zoned RR, RVL, NL, NM, or NU. (7) Permitted as an accessory use.
(8) Fees for community garden and farmers market planning permit applications shall be calculated at fifty percent of the fees set forth in the fee schedule as described in Section 17.60.060, Application fees. Use permit approval shall require that the review authority first find that the proposed use will be compatible with any nearby residential uses. Notices of public hearings shall be mailed to property owners within a radius from the subject site of six hundred feet, or greater at the director’s discretion.
(9) Allowed in residential occupancies only.
(10) MUP required for a food truck or food cart on private property in the CD district when the food truck or cart location is within one hundred feet of a dwelling on a different property that is zoned RR, RVL, NL, NM, or NU, or for multiple food trucks and/or carts operating simultaneously on a single property. (11) Use must comply with Section 14.38 to be considered a permitted use. 251 of 270
City of Cotati
Sonoma County, California
________________________________________________________________ 201 W. Sierra Ave, Cotati, CA 94931 | (707) 792-4600 | www.cotaticity.gov | @cityofcotati April 21, 2026
Dear Business Owner or Property Owner,
The City is currently exploring a proposed zoning amendment intended to support businesses and encourage continued economic vitality by modifying the regulations affecting your property and/or business. Specifically, the City is considering a “Freeway Oriented” zoning overlay to grant additional flexibility for businesses and properties along Redwood Drive. The goal of these changes is to allow businesses to take advantage of the direct freeway visibility available to these properties. Because this effort is meant to benefit your business and/or property, your perspective is an essential part of the process.
To inform these changes, City staff are seeking input on how current zoning regulations affect business operations and how potential changes could help your business succeed. Provisions currently being considered include increased signage, expanded allowances for events and expanding the allowable land uses for these properties. Your feedback will help ensure that any amendments are practical, balanced, and responsive to real-world business needs while remaining consistent with community goals.
Opportunities to provide input include email, phone calls, or in-person meetings to allow direct communication with City staff. The specific properties being proposed for inclusion are identified on the attached graphic.
Thank you for your continued investment in our community. We value your experience and look forward to working with you as we shape a zoning framework that supports local freeway adjacent businesses now and into the future.
Sincerely,
Noah Housh
Community Development Director
City of Cotati
707-665-3635
[email protected]
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City of Cotati
Sonoma County, California
________________________________________________________________ 201 W. Sierra Ave, Cotati, CA 94931 | (707) 792-4600 | www.cotaticity.gov | @cityofcotati 253 of 270
City of Cotati
City Council
Freeway Oriented Development
Zoning Overlay Workshop
July 28, 2026
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Agenda
§ Council Goals & Priorities
§ Engagement Efforts
§ Freeway Oriented Development Defined
§ Proposed Code Changes
§ PC Input & Next Steps
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Council Goals & CD Workplan
Long Term Vitality
-Balanced Budget
-Economic Development Strategy
a. Business Attraction/Retention
b. Remove Barriers
c. Promote Cotati Businesses
3 Adopted Goals
• Long-Term Vitality
• Addressing Climate Change
• Best-In-Class Services
• Community Engagement
• Equity and Diversity
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Engagement Efforts
4 Focused on Industrial Neighborhood
• Primary Economic Engine of Cotati
• General Plan Priority Area
• Staff Letter Writing
• Staff Business Visits
• Previous Policy and Land Use
Considerations
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Freeway Oriented Development
Overlay-Generally
Zoning tool balancing high visibility and circulation improvements, aesthetics, economic opportunity, and land use compatibility
• Often encourage revenue-generating, auto-centric, or high-density uses. • May streamline approval for desirable uses which benefit from freeway adjacency. • Often allow larger, highly visible signs.
• Serve as a "gateway" to a city, aesthetic controls important for new development. • Access and circulation requirements often include traffic control infrastructure. 5 258 of 270
Freeway Oriented Development
Overlay: Cotatified
Existing FOD Area is fully developed therefore priorities include:
• Encourage re-investment in freeway-visible commercial properties; • Promote business retention and attraction;
• Increase economic activity and tax-generating uses;
• Improve visibility of existing businesses;
• Facilitate adaptive reuse of existing commercial buildings; and • Provide regulatory flexibility appropriate for freeway-oriented commercial development.
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Freeway Oriented Development: Cotatified
7 Lowes
PODS
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City of Cotati
Freeway Oriented
Zoning Overlay
Potential Boundary of Freeway
Oriented Zoning Overlay to be
granted flexibility with the City’s
zoning standards including:
Increased Signage
-Similar to Past Approvals
Allowances for Sales Events
-Eliminate need for LTP
More Allowed Uses
-Updated Land Use Tables
Redwood Dr
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Proposed Increased Signage
9 • Increased sign area
Additional 50-100 square feet per business
• Expanded monument sign opportunities
Allow Pole Signs
• Taller freestanding signs along Redwood Dr
Up to 25-feet max height
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Similar to Existing Non-Conforming Signage
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Expanded Sales & Promotional Event Opportunities
11 Proposed overlay could provide flexibility for:
-Seasonal and holiday sales events;
-Outdoor merchandise displays;
-Vehicle sales promotions; &
-Business-sponsored community events.
Allowed “by right”; establish standards for:
-Hours of operation;
-Parking and access;
-Noise limitations;
-Site maintenance; &
-Public safety.
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Expanded Land Use Opportunities
12 Broaden the range of commercial uses permitted
within designated freeway-oriented areas.
Uses proposed to be permitted by-right:
Doctors Offices
Uses requiring a Minor Use Permit or Use Permit:
Small Recycling Facility (5,000 sq. ft. +)
Specialized Schools/Training Facility
Antique or Collectible Store
Formula Based Restaurant (subject to the City’s adopted limitations)
Medial Clinic/Urgent Care
Adult Daycare
Drive-through Services
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Planning Commission Recommendations
• Expand boundary south along Redwood Dr to 76 gas station • Allow limited sales and promotional activities by-right • Allow additional sign height, types and increased size • Allow additional temporary signs to support sales events • Update sign illumination to modernize lighting, sign types and electrification methods
• Continue prohibition on electronic message board signs • Be conscious of unintended consequences: light pollution and blight
• Keep FOD west of Hwy 101 with this project
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Planning Commission
Recommended FOD
Overlay
Boundary of FOD Overlay
expanded south to Hwy 116,
including:
• Lowes
• Gravenstein Business
Center
-Mercy
-Hot Tub Place
• Gas Stations
Redwood Dr
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Freeway Oriented Development Timeline
• PC Input and Recommendation-July 20, 2026
• Council Consideration & Workshop-Tonight!
• Staff Implements Direction and Input
• PC Consideration of Ordinance-September 21
• Council Consideration & 1st Reading-October?
• Council 2nd Reading and Adoption-October?
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Questions?
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Cotati City Council
Agenda Staff Report
Item type: INFORMATION RECEIVED AFTER THE AGENDA WAS POSTED To: City Council
Subject: INFORMATION RECEIVED AFTER THE AGENDA WAS POSTED Date: July 28, 2026
Written by: Kevin Patterson, City Clerk
Recommendation
Information or written comments pertaining to this meeting, and which was received after the agenda was posted, is attached below.
Pursuant to City Council Policy 2025-03: City Council Rules section IV A., written Communications, interested persons or their authorized representative may address the Council by written communication on any matters concerning the City’s business, or any matters over which the Council has control.
1. To be considered for inclusion in the agenda packet, such written communication shall be delivered to the City Clerk no later than 11:00 a.m. of the Wednesday the week preceding the regular Council meeting for which such written communication is intended.
2. If received after the above date and time, but no later than noon the day before the meeting, written communications received by the City Clerk shall be posted on the website by the end of that day and notification provided to the electronic Agenda mailing list by the end of the day. All written communications received by the City Clerk by 5 pm on the City Council meeting day shall be made available to the City Council and public at the City Council meeting.
City Council Policy 2025-03 is available at the online meeting portal at www.cotaticity.gov or by request from the City Clerk at 707-665-3622 or [email protected]. 270 of 270