Agenda packet — Gonzales City Council, April 3, 2023

Any writing or documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection at City Hall located at 147 Fourth Street, Gonzales, California, during normal business hours.

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A G E N D A

JOINT MEETING OF THE

GONZALES CITY COUNCIL AND

GONZALES SUCCESSOR AGENCY
CITY COUNCIL CHAMBERS – 117 FOURTH STREET
GONZALES, CA 93926
MONDAY, APRIL 3, 2023
6:00 P.M.

CALL TO ORDER

PLEDGE OF ALLEGIANCE

1. ROLL CALL- City Council/Successor Agency
Mayor Pro Tem/Vice Chair Scott Funk, Council/Agency Member Liz Silva, Council/Agency Member Lorraine Worthy, Council/Agency Member Maria Orozco, Mayor/Chair Jose L. Rios
Youth Commissioners
Sherlyn Flores and Luke Naegle
Successor Agency Item

PUBLIC NOTICE
This meeting is being conducted consistent with State of California Executive Order N-29-20 dated March 17, 2020, regarding the COVID-19 pandemic. The public may participate in person or online via zoom at https://us06web.zoom.us/j/81414768842 or call 1-1669-900-6833 and use Meeting ID: 814 1476 8842. If you wish to make either a general public comment or to comment on a specific agenda item, please use the Raise Hand function. You will be allowed three minutes for your comments.

If you choose not to attend the City Council meeting but wish to make a comment on a specific agenda item, please submit your comment limited to 250 words or less by 12:00p.m. on the day of the meeting to the City Clerk at [email protected]

BUSINESS FROM THE PUBLIC

2. Business from the Public not on the Agenda; any member of the Public may address the Council/Agency for a period not to exceed three minutes on any subject not on the Agenda. The Council/Agency will listen to all communications but may take no action.

CONSENT AGENDA
All matters listed under the Consent Agenda are considered routine by the City Council and will be adopted by one action of the Council unless any Council Member has a question or wishes to make a statement or discuss an item. In that event, the Mayor will remove the item from the Consent Calendar for separate consideration.

3. Approve the Joint City Council and Successor Agency - Regular Meeting - March 20, 2023 Minutes

4. Approve the City Council - Special Meeting - March 23, 2023 Minutes

5. Approve City Accounts Payable Warrants #48353-48401

6. Authorize the City Manager to Execute a Professional Services Agreement with Willdan Financial Services Not-to-Exceed $7,500 to Prepare a Single-Focus Impact Fee Study and Determine an In-Lieu *
*
Any writing or documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection at City Hall located at 147 Fourth Street, Gonzales, California, during normal business hours.

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Fee Formula for Mitigating the Conversion of Agricultural Lands to Non-Agricultural Uses in the Vista Lucia Specific Plan Project Area and City Annexation Areas

7. Consider Awarding a Contract for Financial Feasibility Services to Keyser Marston Associates, Inc., on an Hourly Not-to-Exceed Basis Based on Developer Reimbursement, for a Total Performance Period of up to Three (3) Years; Awarding a Contract for Financial Feasibility Services to Willdan Financial Services, on an Hourly Not-to-Exceed Basis Based on Developer Reimbursement, for a Total Performance Period of up to Three (3) Years; and Awarding a Contract for Financial Feasibility Services to Harris & Associates Inc., on an Hourly Not-to-Exceed Basis Based on Developer Reimbursement, for a Total Performance Period of up to Three (3) Years

8. Authorize the City Manager to Enter Into an Agreement with California Consulting, LLC. to Provide Grant Writing Services for Various Grants, on an as-Needed Basis (Cost: Per Grant and Not-to-Exceed Basis of $100,000)

9. Authorize the City Manager, or his Designees, to Execute an Agreement for Budget and Planning Software with OpenGov for a Total Cost of $69,078 over Three Fiscal Years, and Make Minor Modifications as Appropriate Thereto, on Behalf of the City

REGULAR AGENDA

10. Introduce, Waive Reading, and Read by Title Only Ordinance No. 2023-136, An Ordinance of the City Council of the City of Gonzales Adding New Chapter 12.150 – Agricultural Resource Mitigation to Title 12 – Zoning Regulations, Part 5, Regulations Applying in All Districts a) Staff Report
b) Public Hearing
c) Council Discussion
d) Council Action
Staff Recommended Action- Introduce, waive reading, and read by title only Ordinance No. 2023-136

BUSINESS FROM CITY COUNCIL

11. City Council Board/Committee Reports
a. Transportation Agency for Monterey County
b. Mayor Selection Committee
c. Salinas Valley Recycles
d. Measure K Oversight Committee
e. South Salinas Valley Broadband Authority

12. Oral Communications

BUSINESS FROM CITY MANAGER

13. Oral Communications

CLOSED SESSION
Any member of the public may address the Council on a closed session item appearing on the agenda.

Speakers shall have a limited time of three (3) minutes. Please be brief and to the point.

14. The City Council will recess to closed session to consider personnel matters pursuant to Government Code Section 54957(B)(1) - City Manager Evaluation.

ADJOURNMENT

In compliance with the American with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk at (831) 675-5000. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. (CFR 35.102-35.104 ADA Title II). This is a public meeting and as such, can be seen live by people present or online and is being recorded; therefore; anything you say or do here is public information. The recordings are available online.

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MINUTES

JOINT MEETING OF THE

GONZALES CITY COUNCIL AND

GONZALES SUCCESSOR AGENCY
MONDAY, MARCH 20, 2023
6:00 P.M.

CALL TO ORDER
The meeting was called to order at 6:00 PM by Mayor Jose L. Rios.

PLEDGE OF ALLEGIANCE
The flag salute was recited by all present.

ROLL CALL
Attendee Name Title Status
Jose L. Rios Mayor/Chair Present
Scott Funk Mayor Pro Tem/Vice Chair Present
Liz Silva Council/Agency Member Excused
Lorraine Worthy Council/Agency Member Present
Maria Orozco Council/Agency Member Present

YOUTH COMMISSIONERS
Sherlyn Flores and Luke Naegle.

STAFF PRESENT
City Manager Trevin Barber, Director of Community Engagement and Strategic Partnerships Carmen Gil, Executive Assistant to the City Manager/Deputy City Clerk Mary Villegas, Administrative Assistant II Marisol Gomez, Public Works Director/City Engineer Patrick Dobbins, Fire Chief Jason Muscio, and Police Chief Keith Wise.
* Successor Agency Item
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Minutes Acceptance: Minutes of Mar 20, 2023 6:00 PM (CONSENT AGENDA) AGENDA
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PUBLIC NOTICE
This meeting is being conducted consistent with State of California Executive Order N-29-20 dated March 17, 2020, regarding the COVID-19 pandemic. The public may participate in person or online via zoom at https://us06web.zoom.us/j/82832175845 or call 1 (669) 900-6833 and use Meeting ID: 828 3217 5845. If you wish to make either a general public comment or to comment on a specific agenda item, please use the Raise Hand function. You will be allowed three minutes for your comments.

PRESENTATIONS

2. Certificates of Recognition to the Community Health Workers from the Offices of Assembly Member Robert Rivas and Senator Anna Caballero
Office of Assembly Member Robert Rivas Representative Isabel Meza, and Office of Senator Anna Caballero Representative Marisa Hernandez presented Certificates of Recognition to the City of Gonzales Community Health Workers that have been able to assist them during the unprecedented times of Covid, storms, and for always being there for the community especially helping the South Monterey County and constituents.

Ms. Hernandez translated to the Spanish speaking community.

Certificates were presented to Jose Chavez, Guillermina Flores, Maria Flores, Monica Rico, and Lizette De Leon.

BUSINESS FROM THE PUBLIC

3. Business from the Public not on the Agenda; any member of the Public may address the Council for a period not to exceed three minutes on any subject not on the Agenda. The Council will listen to all communications, but may take no action.

Tencia Vargas, 1501 Champagne Way, said she was here as a resident, a parent, and as a Planning Commissioner sharing her concern about a large amount of parking in front of Fairview Middle School blocked off with barricades with notices stating no stopping during 7am to 4pm on Thursday and Friday of last week. She commented about being approached by at least two concerned residents, not being notified of the parking closure, City not having the ability to plan alternate pickup locations for children due to lack of notice; wondered if the school was ever notified since the parking is highly used by the parents to drop off and pick up their children; not finding any City event notice on social media or website; signs reading Hilltown Packing only for two days, which was during school making it impossible for parents to use for public parking; and that seemed to be a private function. She asked if the City approved the no parking, if there were proper permits applied for through the City, and if there was a 72 hour notice sent to those impacted. If that wasn't done, she wanted to know why since she has worked in the City in the past and knows the process. She handed out a picture of the barricades with the no parking signs to the Deputy City Clerk.

Bob Krauth, 703 Colombard Circle, commented about his wife's brother, Juan Martinez who was extraordinary and really active in the community, not just in Monterey County but Santa Cruz and San Benito Counties focusing on migrant workers and things like pollution in the environment; and would put together displays and presentations of stuff he gathered over the years at events.

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He wondered if he can get a display up at the Cinco de Mayo event. He wondered if there are things he needs to know to put up a presentation on his behalf for the community.

CONSENT AGENDA

4. Approve the Joint City Council and Successor Agency - Regular Meeting - March 6, 2023 Minutes

5. Approve City Accounts Payable Warrants #48267-48352

6. Community Development Department Activity Report

7. Community Engagement & Strategic Partnerships Activity Report

8. Fire Department Activity Report

9. Police Department Activity Report

10. Public Works/City Engineer Department Activity Report

11. Recreation Department Activity Report

12. Consider Approval of Resolution No. 2023-13, A Resolution of the City Council of the City of Gonzales Ratifying a Proclamation of the Existence of a Local Emergency Due to Statewide Winter Storms/Atmospheric River
RESULT: APPROVED [UNANIMOUS]
MOVER: Lorraine Worthy, Council Member
SECONDER: Maria Orozco, Council Member
AYES: Jose L. Rios, Scott Funk, Lorraine Worthy, Maria Orozco EXCUSED: Liz Silva

REGULAR AGENDA

13. Salinas Valley Safe Routes to School Plan and Proposed Separated Bike Lane Pilot Project on a Portion of Fifth Street
Staff Report: Public Works Director Dobbins presented the staff report.

Amelia Conlen, Ecology Action, presented a powerpoint presentation explaining the Salinas Valley Safe Routes to School Plan- 5
th Street Pilot Project overview, plan goals, community-based process, location, concept plan, outreach plan, and ways to get involved and help spread the word.

Public Comment: There was none.

Council Discussion: Council Member Worthy suggested putting this information out in the utility bills, and asked for clarification if the final report will come to the Council in July. She also shared she was a bit concerned about narrowing of the streets, but she thought this project was a great idea and very positive.

Public Works Director Dobbins responded the report will be brought to the Council on July 17th.

Mayor Pro Tem Funk asked for clarification on the area of Elko and the High School with the Legion Hall since that is a primary parking area during non-school hours, if that would be removed completely.

Ms. Conlen responded yes.

Mayor Pro Tem Funk elaborated on the area at the other end of Fifth Street being less of an *
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impact since the removal is after the houses area.

Public Works Director Dobbins thought they can look at doing the program on the north side westbound just as it gets to the American Legion.

Council Member Worthy said that might be a way to look at it because that is something they are already facing with parking.

Mayor Pro Tem Funk said it was worth evaluating because after school hours, there are typically events going on and over the weekend where you notice vehicles parked on both sides of the street. He talked about the alternative areas that people use in the weekend.

Council Member Orozco mentioned the people that live at the apartments also use Fifth Street to park, and suggested that outreach workers have the information in Spanish. She agreed that this was taking up more parking that we don't have but the overall outcome is definitely a good one, especially if we can get some additional grants to take care of that ramp.

Ms. Conlen added that they had talked a little bit about opportunities to park in the location of the future Community Center while this installation is in place and sharing that with neighbors.

No action required.

14. Presentation of the Draft Fiscal Year 2024 Gonzales Implementation Action Plan Staff Report: City Manager Barber presented the staff report via powerpoint presentation consisting of the background, purpose and vision, strategic goals, priority action items, planning and oversight, and projects.

Public Comment: There was none.

Council Discussion: Council Member Worthy said there was so much going on.

Council Member Orozco concurred with Council Member Worthy that there is definitely a lot of work that is already complete and in progress, but it's amazing how much work is involved and what staff is in charge. She knows just one little item takes a lot to get the final results and we will see what we need to do to continue to see these projects be completed, if they can due to the financial constraints that we face.

Mayor Rios agreed that staff has a lot of work ahead of them but he knew they were capable of making this happen.

No action required.

BUSINESS FROM CITY COUNCIL

15. City Council Board/Committee Reports
a. League of California Cities Monterey Bay Division
Council Member Orozco reported she attended the meeting which was via zoom and the guest speaker was Michael Coleman who gave an updated on City finances, different challenges Cities are facing especially when trying to pass new tax measures, and creative ways in pursuing new tax increases for essential services. She said City Manager Barber was also on that call so he may have additional information to share.

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b. Association of Monterey Bay Area Governments
Mayor Pro Tem Funk reported on first in person meeting in over two years, and reported on continuing the work on the regional early action planning programs 2.0 where we have an opportunity to an allocation for transportation and housing; the regional housing needs arena numbers, 2050 metropolitan transportation plan; and Sustainable Community Strategy draft work program.
c. Monterey Salinas Transit
Council Member Worthy reported on the issue of in person meetings and mask mandates voting; the exemption for the SURF Busway Project on the peninsula; and employee recognition for their service. She said she couldn't say enough about the great work that MST does especially during the storms picking up people in Watsonville, Big Sur, etc. d. City & School Joint Steering Committee
Mayor Rios announced the joint meeting with the School Board is scheduled for May 9th.

16. Oral Communications
Youth Commissioner Naegle reported on the GYC meeting last week where they had Ecology Action giving them an update for the Safe Routes to Schools Project, as well as Blach Construction who talked about the Community Center and asked for feedback from the youth; and the meeting with the Superintendent, CBO, and HR Director to follow up on the information the GYC had provided to them and got a lot of their questions answered.

Youth Commissioner Flores reported on the meetings they’ve had with the High School Principal on a monthly basis to go over the things going on at the school, where improvement is needed, future projects, and the way the GYC and ASB can connect.

Council Member Orozco encouraged agencies to have a booth at the Day of the Child event, and thought it would be a good opportunity for TAMC to have information on what's being proposed for the Safe Routes to School plan. She mentioned about a grandmother who approached her while having the Lenten dinners on Friday and was really upset about not being able to pick up her grandchild because of the school parking that was not available, and that she was not notified. She also got a call today from another grandmother who expressed her frustration when she showed up to pick up her granddaughter and she has a certain space that she parks and the granddaughter knows to go to that parking space and she wasn't able to do so. She stressed the importance of notifying the parents about the changes that are going to be taking place, and it's also a safety issue. She was glad to hear that we're moving forward with the plan to provide a safer route for our children to get to school. She announced the Lenten Dinners were down to the last two Fridays, and she has tickets.

Mayor Pro Tem Funk thanked Public Works and Public Safety for all their efforts especially with the rain continuing. He said he was reminded a number of times the last couple of months by folks who've been in the community for a few decades on how it was in the late 90s and being fearful of losing their homes, and we are privileged with what we have going on here now and what we’ve done so far. He thanked staff for their efforts which are noted.

Council Member Worthy mentioned about being approached by a resident a couple of days ago regarding the RV parking on the street situation who told her he received a ticket back in September and another one recently, but he said in the past there are notices left on their vehicles telling them that they need to move their vehicle and now it’s digital photograph. She didn’t think the residents knew about it and asked if we need to do a notice of some kind to let them know.

Police Chief Wise responded they upgraded the parking management program from handwritten tickets to an automated computerized ticket on a windshield.

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Council Member Worthy was glad for the clarification because she was told that there was no ticket and they had no idea because in the past they had chalked it. She asked if it was possible to put this information out so people know there is a difference now.

Police Chief Wise said this was the same people they’ve been dealing with in the past.

Council Member Worthy also talked about an observation from someone regarding lifeguards at the pool, since she’s assuming the hiring is about to start for the pool season, noticed a real breakdown last year with staff there, there were a lot of kids that were fooling around and they’re supposed to be in charge of taking care of kids. She thought it was important to try to bring someone in that can control them a little better. She asked Carmen for a status on the hiring.

Community Engagement and Strategic Partnerships Director Gil responded that staff is starting to put all the flyers out in the next week or so for the summer programming. There are a few upgrades that need to be made to the pool like the light and temperature, and Public Works staff is helping secure a pool electrician so those needs are taken care of before the pool opens. She added the recruitment for the Pool Manager will start in the next week or so and it has been hard to hire lifeguards and certain personnel specifically for the pool since we are competing against other cities who have higher pay rates, so it's something that we need to look at. She added that last year was really hard to get a pool manager, and there had been a lot of transition making it difficult to fill some positions.

Council Member Worthy thanked staff and said she took responsibility for the school parking situation that occurred last week. She explained it was the American Legion, which she was in charge of, and they were trying something new, City staff worked with her on this, and it didn't work out as well and we're looking into it. She asked everyone to be patient and what happened on Thursday and Friday is not going to happen again. She said it's something she’s learning and staff is working with her on that and she apologized to the City and residents for any nuisance that was caused on those days with the school. She also thanked Fire Chief Muscio for keeping the Council updated with all the flooding information which is very handy since she has people calling her for information. She also thanked Public Works staff.

Mayor Rios thanked City Manager Barber, Fire Chief Muscio and his staff, and Police Chief and Captain for attending the senior luncheon last Thursday, because the seniors really appreciated that police and fire personnel were not only there to translate but they were able to answer questions from the some seniors. They also talked about who has social media and there was only a couple, so the common request was to put information in the water bills. He was glad everyone had a great time. He thanked Fire Chief Muscio as well for all the notifications and Public Works for the work they’ve done with the traffic control, where unfortunately, we've had a couple of near misses. He wondered if police can lend body cameras to Public Works staff. He thought it is pretty shameful that there are only a few bad apples that are ruining it for everyone else on that side of the bridge.

He is sure people notice the difference trying to go from that side of town to this side especially when it comes to drop off kids, and even in the evening that's another little mess out there. He doesn’t know what the cameras cost and if they could be borrowed during the time that Public Works is doing that and maybe put a notice in the water bill so that they know it's coming.

Police Chief Wise mentioned that each camera is assigned to the individual officer and they’re actually assigned two cameras in the event one goes down, they can use the backup one. And they do go down, so they’re sent all the time back to the manufacturer to be refurbished or replaced.

Mayor Rios told staff that’s another item to add to the budget list of things to look at that we don’t have money for.

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Council Member Orozco asked Fire Chief Muscio if he still parks his vehicle there.

Fire Chief Muscio responded that he hasn’t been parking there much in the morning because the fuel bill was getting outrageous to run the car to keep the lights going. He said it helped initially in the short term until everyone realized that was the Fire Department, not the police and they ignored it. He said it was good for him to go out there because he can watch when those things happen, and maybe if he’s out there again, he can get the plate numbers when they Public Works staff can’t.

Mayor Rios thought it was a really valuable service particularly for the folks on the east side, until we figure out a better solution to be able to still provide that, but not at the cost of any employees’ safety.

BUSINESS FROM CITY MANAGER

17. Oral Communications
City Manager Barber mentioned staff has started the Mid-Year Budget, and audit was a bit behind due to staffing issues. He asked the Council if there are items that they are looking for as part of the Council budget component, to provide to staff. He thanked the community for their patience as we work through the safety on the overpass. He mentioned there will be another presentation at the April 17th meeting on the Vista Lucia affordable housing. He highlighted local business Chely's Cafe, a new cafe in downtown across from the post office who just opened up, the Executive Barbers, as well as having a few a handful of really good salons and barbers in town. He informed about the School District's releasing their Local Control Accountability Plan today.

Community Engagement and Strategic Partnerships Director Gil announced that she was just notified this afternoon that the City of Gonzales is in the top 20 for the All American Award so nationally, we have a competitive process coming in and we'll have to put together delegation that speaks to the items that were part of the application. She mentioned this is going to be a lot like the Robert Wood Johnson Foundation Award, which is a rigorous process, and they will send a press release soon. She also reported on the hiring of two additional staff the front office, one started Friday, and the other one is starting within the next week and a half.

Fire Chief Muscio reported on the questions received from some seniors and information in the water bills seeming to be the preferred method; and he gave an update on the rain starting later on tonight through tomorrow with potentially dangerous winds.

ADJOURNMENT
RESULT: APPROVED [UNANIMOUS]
MOVER: Maria Orozco, Council Member
SECONDER: Lorraine Worthy, Council Member
AYES: Jose L. Rios, Scott Funk, Lorraine Worthy, Maria Orozco EXCUSED: Liz Silva
The meeting was adjourned at 7:11 PM.

ATTEST:

Mary Villegas, Deputy City Clerk
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Minutes Acceptance: Minutes of Mar 20, 2023 6:00 PM (CONSENT AGENDA)

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MINUTES

GONZALES CITY COUNCIL

SPECIAL MEETING
THURSDAY, MARCH 23, 2023
6:00 P.M.

CALL TO ORDER
The meeting was called to order at 6:02 PM by Mayor Jose L. Rios.

PLEDGE OF ALLEGIANCE
The flag salute was recited by all present.

ROLL CALL
Attendee Name Title Status
Jose L. Rios Mayor Present
Scott Funk Mayor Pro Tem Present
Liz Silva Council Member Present
Lorraine Worthy Council Member Present
Maria Orozco Council Member Present

STAFF PRESENT
City Manager Trevin W. Barber, City Attorney Michael F. Rodriquez (via zoom), Executive Assistant to the City Manager/Deputy City Clerk Mary Villegas, and Administrative Assistant II Marisol Gomez.

PUBLIC NOTICE
This meeting is being conducted consistent with State of California Executive Order N-29-20 dated March 17, 2020, regarding the COVID-19 pandemic. The public may participate in person or online via zoom at https://us06web.zoom.us/j/89725842684 or call 1-1669-900-6833 and use Meeting ID: 897 2584 2684. If you wish to make either a general public comment or to comment on a specific agenda item, please use the Raise Hand function. You will be allowed three minutes for your comments.

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Mayor Rios announced this was a special meeting but he wanted to allow the opportunity if someone had something and they would like to comment, to come up to the podium, and state their name and address for the record.

Rosa Rodriguez, 307 Ayrshire Way, commented she was here for the park, and she is in favor of redistricting, but the issue with Meyer Park is that the community had to get together in order to request maintenance to Meyer Park. She said they are paying assessments and there should be a schedule of maintenance for each park instead of having to wait until the community comes together and requests that. She elaborated on the soccer field being really bad and they brought it up in October and a lot hasn't been done yet.

REGULAR AGENDA

2. Transition to District-Based Elections for Councilmembers – Proposed District Maps – Public Hearing #3
Douglas Johnson, National Demographics Corporation, provided information via powerpoint presentation. He updated where we were in the process, and explained the first two hearings were informational and educational hearings, the maps were posted to the City website, and this is the first of two hearings to discuss the draft maps. He said a final decision doesn't need to be made this evening. He added this is the first reaction to and consideration of the maps and if they want to request more or request changes in the maps as they wish this evening, we'll come back at the next hearing to focus on choosing a map. He explained the rules for how the maps get drawn, redistricting rules and goals, and went over the three different maps: Maroon, Orange, and Tan.

Mayor Rios opened the public hearing at 6:14pm.

Public Hearing: Henry Martinez Sr., 112 Tenth Street, said the only map he agreed with is the Maroon map. He commented about why he didn’t like the other maps; people contacting him to tell him what the cops are doing and what the City is not doing; the north side never having a voice; wanting that side by itself; wanting to give someone else the chance to run to represent the northside; and said the green, blue and the pink is the way to go, but the purple has to have Alta Street.

Roman Barba liked the map but asked how many voters were in the different sections and wanted to know if there was a breakdown.

Mayor Pro Tem Funk told him that information was in the back of the maps.

Mr. Barba apologized because he didn’t see them. He commented on not liking how Rincon Rad and Del Monte were connected with the pink; and wanted them connected with the purple because of where he and his family live in case he runs for Council that will benefit him and his family members.

Rosa Rodriquez, 307 Ayrshire Way, commented about her and her children attending schools here; liking the Maroon map; Rincon Road being a really bad street; huge discrepancy of some areas in town which are better than others; frustrated about people coming to her; and said everywhere should be fixed equally.

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Alberto Jaramillo, 124 Sixth Street, assumed the way that the maps are drawn were the current City limits; and asked how future growth is going to be accounted into all of this. He didn’t have a preference on the maps until he had more information.

Mayor Pro Tem Funk clarified that this was based on the 2020 Census data.

Mayor Rios added that will change when the census changes. He said future growth was on the east and wouldn’t be shocked if the old side of town becomes one district and the older side of the freeway becomes the other three districts because of the potential growth out there.

Justin LeBlanc, Soledad Resident, was here tonight because of a joint consultation with the consultant on the matter and because he frequents Gonzales quite a bit to shop and visit friends.

He commented about the consideration in both towns being the people's needs; hoped each member of the Council considers all of the constituents of their City, not just their district; and make sure those needing affordable housing have sufficient representation, and transportation getting to work.

Mayor Rios closed the public hearing at 6:26pm.

Council Member Worthy shared her comments about interested in what everyone had to say and she will not be running in 2026 so there will be no conflict on her end.

Council Member Silva commented about remaining in District 3 and not knowing what Mr.

Martinez was referring to about including the Alta Street area to the purple map because nothing was cut off on Alta Street, that was the railroad track line. She asked about our official numbers and contiguous areas. She reassured she was here for everyone in this community, not just her District.

Mr. Johnson responded this is the official California redistricting data, and the freeway is not considered a major visible boundary, and the non- contiguous references here are like the wastewater plants and a couple of pieces.

Council Member Orozco asked if there was a reason why Venice Way and Amore Court would not be able to be in the green portion, in section three of the Maroon map. And if that would be the same on area four which crosses over to Fifth Street. She expressed she was in favor of the Maroon map.

Mr. Johnson responded it was due to the population counts.

Mayor Pro Tem Funk clarified the Council was not here because they wanted to do redistricting, this was something that was pressed upon us by an outside entity outside of Gonzales, and has not heard of a single person who is in favor of going through this. He said he grew up here and went to schools here as well as his children, and was here for the whole community. In terms of the maps, he concurred with the Maroon map. He added that based on voter registration and voter turnout, this map is pretty even.

Mr. Johnson added in response to question for the 2030 year, if the City annexes territory, they don’t have to redraw the lines, they simply add that territory neighboring district. The only time they redraw lines is the annexed populated territory, which if increases City population by 25%.

Mayor Rios said we're kind of forced into this, and as a small community as we are, the voter turnout was 25%. He thought with district elections, he would not be shocked or surprised if someone wins by 100 votes. His preference would be going citywide because at least everyone Packet Pg. 12
Minutes Acceptance: Minutes of Mar 23, 2023 6:00 PM (CONSENT AGENDA)

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here would hear everybody's voices across the City, not just in a particular district. He believed we’re going to lose a lot of connections that we've had over the years, because we were required to go Citywide. And since this is what we have to do, he is in favor of the Maroon map.

Mr. Johnson encouraged the residents to go to the City’s website where there's a link for district elections that includes an interactive review map so they can zoom in and see specific addresses, parks, and get into the details.

On another note, Mayor Rios brought up an issue from a concerned parent regarding a leak at the Little League Park and it's pretty saturated on the outfield and didn’t want a child tripping and hurting themselves, so he asked staff if they can take a look at that.

ADJOURNMENT
RESULT: APPROVED [UNANIMOUS]
MOVER: Maria Orozco, Council Member
SECONDER: Liz Silva, Council Member
AYES: Jose L. Rios, Scott Funk, Liz Silva, Lorraine Worthy, Maria Orozco The meeting was adjourned at 6:47 PM.

ATTEST:

Mary Villegas, Deputy City Clerk
Packet Pg. 13
Minutes Acceptance: Minutes of Mar 23, 2023 6:00 PM (CONSENT AGENDA) City Of Gonzales
Check Register Report
Check
Date
Check
Number
Status Amount
BANK:

Vendor
Number Vendor Name Check Description
RABOBANK Page: 1
Time: 3:21 pm
Date: 03/17/2023
Void/Stop
Date
Reconcile
Date
RABOBANK Checks
48353 03/17/23 Printed 1922 A & G PUMPING, INC. Porta Potties 342.50 48354 03/17/23 Printed 108 AIRGAS Forklift Fuel 260.22
48355 03/17/23 Printed 2 ALL - SAFE ALARMS Fire Monitoring 520.00 48356 03/17/23 Printed 2830 AT&T Internet Acct # 157272955 197.95 48357 03/17/23 Printed 86 AT&T Telephone Charges 1/19/23 - 2/18/23 1,417.42 48358 03/17/23 Printed 1618 AVAYA FINANCIAL SERVICES Maintenance Agreement 670.74 BANUELOS ENTERPRISES, 157.09
INC.
48359 03/17/23 Printed 1054 Fuel
48360 03/17/23 Printed 4336 TREVIN BARBER City Vehicle Fuel 49.36 48361 03/17/23 Printed 4119 CANNON CORPORATION Truck Route Ban PSE 614.50 48362 03/17/23 Printed 770 CARLOS ALBERTO ESQUIVEL Janitorial Services 800.00 CASNER EXTERMINATING, 260.00
INC.
48363 03/17/23 Printed 889 Pest Control
48364 03/17/23 Printed 212 CITY OF GONZALES Water Deposits to be Applied 110.27 48365 03/17/23 Printed 3095 CSG CONSULTANTS INC. Building Inspection Services 13,697.50 48366 03/17/23 Printed 3028 D & J TIRE SERVICE Vehicle Maintenance 140.00 48367 03/17/23 Printed 3876 DAY CARTER & MURPHY LLP GEA Microgrid Project 285.00 48368 03/17/23 Printed 507 EMC PLANNING GROUP INC. Vista Lucia Annexation 12,829.15 48369 03/17/23 Printed 4267 SYLVIA GARCIA Water Deposits to be Refunded 11.29 GONZALES ACE HARDWARE 426.05
INC.
48370 03/17/23 Printed 3274 Gloves
48371 03/17/23 Printed 3228 HARRIS & ASSOCIATES, INC. Rianda Cooler Project 47.50 48372 03/17/23 Printed 4335 MARIA E. JAIME Water Deposits to be Refunded 78.44 48373 03/17/23 Printed 2818 JARVIS FAY LLP. Legal Services - Electric Auth Feb. 2023 8,334.00 LEAGUE OF CALIFORNIA 200.00
CITIES
48374 03/17/23 Printed 127 Streets&Roads Needs Assessment LECHOWICZ & TSENG 1,170.00

MUNICIPAL
48375 03/17/23 Printed 4320 Water/Sewer Rate Study
48376 03/17/23 Printed 2686 DAVID & DONA LLOYD After Hours Answering Services Feb. 297.00 2023
MANUEL PEREA TRUCKING, 881.54
INC.
48377 03/17/23 Printed 3395 New Stormgrate
48378 03/17/23 Printed 3776 MEDICS FOR LIFE INC. Medical/EMS Update Training 2,100.00 48379 03/17/23 Printed 72 MISSION UNIFORM SERVICE City Hall Mats 530.00 48380 03/17/23 Printed 3787 NEW SV MEDIA Public Notice 305.00 48381 03/17/23 Printed 91 P. G. & E. Utilities Acct # 0587403348-2 6,629.03 48382 03/17/23 Printed 91 P. G. & E. Utilities Acct # 1024308210-3 18,582.03 PUBLIC AGENCY 983.90

RETIREMENT
48383 03/17/23 Printed 3194 PARS Admin Fees Nov. 2022
48384 03/17/23 Printed 4092 RAZZO LINK, INC. Internet Service - Pool 150.18 48385 03/17/23 Printed 4166 SAGE RENEWABLE ENERGY EV Charging Stations/CEC Grant 865.00 SCHAAF & WHEELER, 12,277.00

CONSULTING
48386 03/17/23 Printed 3894 Alpine Camp Water/Sewer Design 48387 03/17/23 Printed 2365 SHAPE INC. Sewer Pump 17,836.09 48388 03/17/23 Printed 119 SOLEDAD HARDWARE 4x8x3/8 CDX 55.05 48389 03/17/23 Printed 2673 SPECTRUM Internet Service Acct # 8203 11 680 473.67 0002976
48390 03/17/23 Printed 2673 SPECTRUM Internet Services Acct # 8203 11 012 1,199.00 0139097
48391 03/17/23 Printed SWINERTON SWINERTON BUILDERS PM Services 30,489.00 48392 03/17/23 Printed 3670 T-MOBILE Cellphone Charges Acct # 963044810 1,421.30 48393 03/17/23 Printed 3880 THE MAYNARD GROUP Video Conferencing 301.45 48394 03/17/23 Printed 27 TRI - CITIES DISPOSAL Drop Box Services - Feb. 1,935.43 TRI-COUNTY FIRE 154.92

PROTECTION, IN
48395 03/17/23 Printed 142 Maintenance & Testing
48396 03/17/23 Printed 3718 TRINI'S PLUMBING Buildings - Maint. Supplies 352.75 48397 03/17/23 Printed 3577 U.S. BANK 1/6/23 Patrick Dobbins Acct # 4866 9145 157.23 5550 8537
48398 03/17/23 Printed 3577 U.S. BANK 12/6/22 Patrick Dobbins Acct # 4866 3,110.59 9145 5550 8537
48399 03/17/23 Printed 3577 U.S. BANK Late Payment Charges Acct # 4866 9145 175.25 5550 8537
AGENDA
ITEM
Packet Pg. 14
Attachment: Warrants #48353-48401 (2673 : Approve City Accounts Payable Warrants #48353-48401) 5 City Of Gonzales
Check Register Report
Check
Date
Check
Number
Status Amount
BANK:

Vendor
Number Vendor Name Check Description
RABOBANK Page: 2
Time: 3:21 pm
Date: 03/17/2023
Void/Stop
Date
Reconcile
Date
RABOBANK Checks
VAL'S PLUMBING & HEATING 1,669.33
INC.
48400 03/17/23 Printed 356 Old Med. Bldg. Maint.

WILLDAN FINANCIAL 3,017.50

SERVICES
48401 03/17/23 Printed 3682 Annex. Fiscal Impact Report Total Checks: 49 Checks Total (excluding void checks): 148,568.22 Total Payments: 49 Bank Total (excluding void checks): 148,568.22 Total Payments: 49 Grand Total (excluding void checks): 148,568.22 Packet Pg. 15
Attachment: Warrants #48353-48401 (2673 : Approve City Accounts Payable Warrants #48353-48401) City of Gonzales

COMMUNITY DEVELOPMENT DEPARTMENT

STAFF REPORT
TO: Honorable Mayor Rios and City Council
DATE: April 3, 2023
FROM: Taven Kinison Brown, Community Development Director THROUGH: Trevin W. Barber, City Manager
SUBJECT: Authorize the City Manager to Execute a Professional Services Agreement with Willdan Financial Services Not to Exceed $7,500 to Prepare a Single-Focus Impact Fee Study and Determine an In-Lieu Fee for the Costs of Development Restriction Easements to Mitigate the Conversion of Agricultural Lands to NonAgricultural Uses in the Vista Lucia Specific Plan Project Area and City Annexation Areas

RECOMMENDATION
Staff recommends the City Council:

Authorize the City Manager to execute a professional services agreement with Willdan Financial Services not to exceed $7,500 to prepare a single-focus impact fee study and determine an in-lieu fee formula for mitigating the conversion of agricultural lands to non-agricultural uses in the Vista Lucia Specific Plan project area and City annexation areas.

BACKGROUND
Additional expenses, similar to municipal impact fees, come into play for the development community when they consider the conversion of protected agricultural land. New City Ordinance 12.150 requires mitigation for the conversion of agricultural lands. To facilitate a determination of the appropriate appraisal value and formula for securing development restrictions on comparable agricultural properties proximate to the City of Gonzales the City needs to engage a financial services company who will subcontract an appraisal firm that is competent in the valuation of such development restrictions placed on comparable agricultural property.

AGENDA
ITEM
6 Packet Pg. 16
Willdan Financial Services was previously hired by the City to prepare the City’s Impact Fee Study for the Specific Plan SOI areas and City-wide and that work was presented to and adopted by Council on May/June 2022. This minor contract continues in that vein. Once the in-lieu (Agricultural Impact) fee structure formula is determined, it will be readdressed and updated as may be necessary biennially when the City updates for the City.

REVIEW AND ANALYSIS
This minor single-source contract continues in the same vein as the impact fee work presented by Willdan previously and adopted by Council in May 2022. Once the in-lieu (agricultural impact) fee structure formula is determined, it may be readdressed and updated biennially when the City regularly updates impact fees and other development related fees for the City.

Having a determined in-lieu fee structure in place will allow current development interests, such as Pembrook Development and the Vista Lucia Specific Plan project proponents to calculate agricultural mitigation fees for tentative subdivision maps soon to be proposed once specific plans have been adopted and the Sphere of Influence areas have been incorporated into the City of Gonzales.

Explain the Recommendation and How it Supports the Vision Gonzales will continue to be a safe, clean, family-friendly community, diverse in its heritage, and committed to working collaboratively to preserve and retain its small-town charm.

Explanation: Completing the calculations for this “missing impact fee,” at the City’s direction will allow project proponents to calculate agricultural mitigation fees for tentative subdivision maps and remain engaged with the City moving forward to construct new housing and new community for all income groups within Gonzales’s new city limits.

Explain how the Recommendation Directly Implements the Mission The City Council and staff of the City of Gonzales will realize our Vision by providing the leadership, commitment, and resources necessary to provide excellent services that enhance the quality of life of our diverse community.

City services will be delivered in a cost-effective, respectful, and friendly manner to ensure the safety and well-being of the residents and the promotion of business, recreational, housing and employment opportunities in an environmentally sustainable manner.

Explanation: Offsetting the cost of developing the agricultural mitigation fees will be provided through the Reimbursement Agreement and funding provided through Pembrook Development to further their interests in entitling the VLSP Vista Lucie Specific Plan.

Strong fiscal policies allow us to provide appropriate infrastructure for:
• Public Safety X Yes No N/A
• Housing X Yes No N/A
• Recreation X Yes No N/A
• Environment X Yes No N/A
Packet Pg. 17
• Education X Yes No N/A
Explanation: See the explanation above for the Vision.

ALTERNATIVES
The City could go out more broadly with a new general RFP request that would entail a week to prepare, three weeks to review by the consultant community, another week to evaluate the proposal, and then several additional weeks to return to the City Council to authorize a new contract. Then work could begin.

The current single source proposal presented here honors the City’s earlier efforts to determine Impact Fees through Willdan’s study and efforts, yet City staff was not in a position to give direction to Willdan at that time to determine impact expenses for Agricultural Easements.

BUDGET IMPACT
No impact on the City’s budget is anticipated through cost recovery stemming from the City’s existing Reimbursement Agreement with Pembrook Development.

CONCLUSION
Staff recommends the City Council:

Attachments:

1. Agreement wih Willdan Financial Services
Packet Pg. 18
Consulting Services Agreement between April 3, 2023
City of Gonzales and Willdan Financial Services. Page 1 of 13

CONSULTING SERVICES AGREEMENT BETWEEN

THE CITY OF GONZALES AND WILLDAN FINANCIAL SERVICES

TO PREPARE A SINGLE-FOCUS IMPACT FEE STUDY AND DETERMINE AN IN-LIEU FEE

FOR THE COSTS OF DEVELOPMENT RESTRICTION EASEMENTS TO MITIGATE THE CONVERSION

OF AGRICULTURAL LANDS TO NON-AGRICULTURAL USES IN THE
VISTA LUCIA SPECIFIC PLAN PROJECT AREA AND CITY ANNEXATION AREAS.

THIS AGREEMENT for consulting services is made by and between the City of Gonzales ("City") and Willdan Financial Services ("Consultant") (together sometimes referred to as the "Parties") as of December 5, 2022, (the "Effective Date").

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on December 31, 2023, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to the Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as referenced in Section 8.

1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged.

1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder.

Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $7,500, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City Packet Pg. 19
Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu Consulting Services Agreement between April 3, 2023
City of Gonzales and Willdan Financial Services. Page 2 of 13 to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person.

2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
▪ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
▪ The beginning and ending dates of the billing period; ▪ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
▪ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
▪ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder;
▪ Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable.

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay the Consultant.

2.3 <<Not Used>>

2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever Packet Pg. 20
Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu Consulting Services Agreement between April 3, 2023
City of Gonzales and Willdan Financial Services. Page 3 of 13 incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit A.

2.6 Reimbursable Expenses. Any reimbursable expenses are included in the authorized contract amount and shall be approved by city staff in advance.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date.

2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

Section 3. FACILITIES AND EQUIPMENT. Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement.

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.

4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all Packet Pg. 21
Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu Consulting Services Agreement between April 3, 2023
City of Gonzales and Willdan Financial Services. Page 4 of 13 persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a selfinsurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.

4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage.

4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant.
c. For any claims related to this Agreement or the work hereunder, the Consultant's insurance covered shall be primary insurance as respects Packet Pg. 22
Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu Consulting Services Agreement between April 3, 2023
City of Gonzales and Willdan Financial Services. Page 5 of 13 the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City.

4.3 Professional Liability Insurance.

4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $2,000,000 covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim.

4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant shall purchase an extended period coverage for a minimum of five years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement.

4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy.

4.4 All Policies Requirements.

4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A: VII.

Packet Pg. 23
Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu Consulting Services Agreement between April 3, 2023
City of Gonzales and Willdan Financial Services. Page 6 of 13

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.

4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e., limit that is eroded by the cost of defense).

4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation.

The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors.

4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach:
▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
Packet Pg. 24
Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu Consulting Services Agreement between April 3, 2023
City of Gonzales and Willdan Financial Services. Page 7 of 13 ▪ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement.

Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall, to the fullest extent allowed by law, with respect to all Services performed in connection with this Agreement, defend with counsel acceptable to City, indemnify, and hold City, its officers, employees, agents, and volunteers, harmless from and against any and all claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, ("Claims"). Consultant will bear all losses, costs, damages, expense and liability of every kind, nature and description that arise out of, pertain to, or relate to such Claims, whether directly or indirectly ("Liability"). Such obligations to defend, hold harmless and indemnify the City shall not apply to the extent that such Liabilities are caused by the sole negligence, active negligence, or willful misconduct of the City.

With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type of express or implied indemnity against the Indemnitees.

Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code section 2783, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.

Section 6. STATUS OF CONSULTANT.

6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

Section 7. LEGAL REQUIREMENTS.

Packet Pg. 25
Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu Consulting Services Agreement between April 3, 2023
City of Gonzales and Willdan Financial Services. Page 8 of 13

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's Failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.

7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby.

Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.

Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation.

Packet Pg. 26
Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu Consulting Services Agreement between April 3, 2023
City of Gonzales and Willdan Financial Services. Page 9 of 13 In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement.

Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.

8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant.

Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.

8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement.

8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following:

8.6.1 Immediately terminate the Agreement;

8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;

8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or

8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work.

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Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu Consulting Services Agreement between April 3, 2023
City of Gonzales and Willdan Financial Services. Page 10 of 13 Section 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.

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

9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.

Section 10 MISCELLANEOUS PROVISIONS.

10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Monterey or in the United States District Court for the Northern District of California.

10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any Packet Pg. 28
Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu Consulting Services Agreement between April 3, 2023
City of Gonzales and Willdan Financial Services. Page 11 of 13 provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.

10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.

Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant.

Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.

10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

10.9 Contract Administration. This Agreement shall be administered by the City’s Community Development Director ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

10.10 Notices. Any written notice to the Consultant shall be sent to:

Chris Fisher, Vice President
Willdan Financial Services
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Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu Consulting Services Agreement between April 3, 2023
City of Gonzales and Willdan Financial Services. Page 12 of 13 27368 Via Industria, Suite 200
Temecula, CA 92590
[email protected]
Tel #: (951) 587-3500
Fax #: (951) 587-3510
Any written notice to City shall be sent to:

Mary Villegas, Administrative Specialist/Deputy City Clerk [email protected]
City of Gonzales
P.O. Box 647
Gonzales, CA 93926

10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example.
_________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.

Exhibit A Scope of Services

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

10.14 Non-Responsibility for General Contractor Responsibilities and Duties. Unless otherwise agreed by City and Consultant in writing, nothing in Consultant's services shall be construed to mean that Consultant assumes any of the contractual responsibilities or duties of the general contractor. The general contractor is solely responsible for construction means, methods, sequences, and procedures used in the construction of a project and for related performance in accordance with its contract with the City. The Packet Pg. 30
Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu Consulting Services Agreement between April 3, 2023
City of Gonzales and Willdan Financial Services. Page 13 of 13 general contractor shall not be relieved of its responsibility for the safety of the workplace or for the method or manner of construction. The Consultant and its personnel have no authority to exercise any control over or charge of acts or omissions of the general contractor or their employees in connection with the construction work.

The Parties have executed this Agreement as of the Effective Date.

CITY OF GONZALES Willdan Financial Services
Trevin W. Barber Chris Fisher, Vice President
City Manager Willdan Financial Services
Attest:

Mary Villegas, Deputy City Clerk
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Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu Consulting Services Agreement between December 5, 2022
City of Gonzales and 4LEAF Inc --Exhibit A Page 1 of 1

EXHIBIT A

SCOPE OF SERVICES
TASK: Prepare a single-focus impact fee study and determine an in-lieu fee for the costs of development restriction easements on an acre-per-acre basis to mitigate the conversion of agricultural lands to non-agricultural uses in the Vista Lucia Specific Plan project area and City Annexation areas.

Target and deliver the single-focus impact fee study and in-lieu fee determination by April 28, 2023.

Contract shall terminate upon City confirmation of completion, or December 31, 2023, whichever comes first.

BUDGET: Not to Exceed $7,500.

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Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu Packet Pg. 33
Attachment: Agreement wih Willdan Financial Services (2669 : Agreement with WiIldan to Prepare Impact Fee Study and Determine an In-Lieu City of Gonzales

CITY MANAGER DEPARTMENT

STAFF REPORT
TO:

DATE:

FROM:

Honorable Mayor Rios and City Council
April 3, 2023
Trevin W. Barber, City Manager
SUBJECT: Award Contracts To: Keyser Marston Associates Inc.; Willdan Financial Services; and Harris and Associates Inc., to Provide Financial Feasibility Services for Various Development Projects, on an As-Needed Basis. (Cost: on an Hourly Not-To-Exceed Basis Based on Developer Reimbursement)

RECOMMENDATION
It is recommended that the Council:
• Award a contract for financial feasibility services to Keyser Marston Associates, Inc., on an hourly not-to-exceed basis based on developer reimbursement, for a total performance period of up to three (3) years;
• Award a contract for financial feasibility services Willdan Financial Services, on an hourly notto-exceed basis based on developer reimbursement, for a total performance period of up to three (3) years;
• Award a contract for financial feasibility services Harris & Associates Inc., on an hourly not-toexceed basis based on developer reimbursement, for a total performance period of up to three (3) years;
• Authorize the City Manager, or his designees, to execute the contracts referenced above, and make minor modifications as appropriate thereto, on behalf of the City; and Authorize the City Manager, or his designees, to exercise option year terms and sign the option year amendments.

BACKGROUND
The Community and Economic Development Department anticipates further development of affordable housing, specifically via the D.R. Horton project. To facilitate high-quality development, the Department seeks to utilize specialists in various economic and fiscal disciplines to assist with project feasibility and AGENDA
ITEM
7 Packet Pg. 34
analysis. The availability of on-call firms would provide for streamlining of future development projects in areas of affordable housing assistance, real estate transaction and property disposition.

A Request for Proposals (RFP) process was undertaken from qualified firms with demonstrated skills and experience to provide financial feasibility consulting in areas of pro forma analysis, project feasibility analyses, and other miscellaneous economic financial analyses, on an as-needed basis. The RFP was advertised on March 7, 2023, and three (3) formal proposals were received: Keyser Marston Associates Inc.; Wilden Financial Services; and Harris and Associates Inc. An internal selection panel completed an evaluation and rated the proposals on the basis of qualifications, proposal quality, budget, time management, and prior record of performance with other Governmental Agencies.

REVIEW AND ANALYSIS
Based on the evaluation results, staff determined three (3) separate and overlapping technical expertise offered by each respective firm. Keyser Marston Associates, Inc. offers an extensive expertise in affordable housing analysis, including policy and financial feasibility analyses; Willdan , Inc. is a leader in real estate and economic development analysis including fiscal and economic impact studies related to development and re-organization, the financing of infrastructure and services through special district or supplemental taxes; and Harris & Associates Inc. offers planning, development feasibility, economic analysis and housing services.

City reference checks for each respective firm confirmed positive results in fiscal analysis services with previous and current client agencies. Further, the City has previous experience with Harris and Associates as well as Willdan. Most recently, Willdan, one of the proposal applicants, provided financial feasibility analysis in determining fiscal impact for the various annexations on the east side of the City.

To date, the Department has several opportunity sites for commercial development and affordable housing projects currently in preliminary feasibility stages of due diligence in which comprehensive economic analysis may be required. Specifically, the City is currently engaged in preliminary negotiations with DR Horton for development of a site on the east side of town. This project would permit 680 units that includes 70 multi-family units. The housing developer has expressed concerns for economic uncertainty—the City would like to conduct a feasibility analysis to understand the market potential for affordable housing, and/or sweat equity and shared labor, in this development project. Therefore, it is recommended that the three (3) economic consulting firms identified above be selected and awarded contracts for financial feasibility services on an as-needed-basis.

Explain Recommendation and How it Supports the Vision
Gonzales will continue to be a safe, clean, family-friendly community, diverse in its heritage, and committed to working collaboratively to preserve and retain its small-town charm.

Explain: The City continues to be challenged with building enough affordable housing for our residents and families. Further, affordable housing construction costs continues to increase. In order to ensure that limited resources are being allocated towards projects that have optimal chance of success it is necessary to conduct technical and specialized feasibility studies. Having an expert consultant advise the City on the economics of different types of affordable developments will help the City work with local partners, the community, and housing developers on identifying a best-fit project that supports the City’s Vision.

Explain how the Recommendation Directly Implements the Mission The City Council and Staff of the City of Gonzales will realize our Vision by providing the leadership, commitment, and resources necessary to provide excellent services that enhance the quality of life of our diverse community.

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Explain: Please see Vision above. By shepherding technical studies into our policy discussions the City can support well documented best practices for supporting specific affordable housing developments in Gonzales. Providing a variety of housing options, not just market-rate, will enhancing the quality of life for our diverse community.

Explain: A feasibility study would provide technical details for the City to understand how best to support affordable housing, given the need to balance other priorities.

Strong fiscal policies allow us to provide appropriate infrastructure for:
• Public Safety X Yes No N/A
• Housing X Yes No N/A
• Recreation X Yes No N/A
• Environment X Yes No N/A
• Education X Yes No N/A
Explain: Please see Mission above.

ALTERNATIVES

1. The City Council may, in its discretion, reject any proposals presented and then direct staff to:
(a) abandon the work effort for affordable homes in the D.R. Horton Project, or (b) direct staff to re-advertise for proposals.

BUDGET IMPACT
There is no anticipated impact to the General Fund. Each contract will be established for a one (1) year period with options to extend annually for a maximum performance period of up three (3) years in a notto-exceed hourly basis. Funding will be provided by a combination of the City’s Community affordable housing funds (IEFD) and/or reimbursements from developers.

Attachments:

1. Financial Feasibility RFP

2. Agreement with Keyser Marston Associates

3. Agreement with Willdan Financial Services

4. Agreement with Harris & Associates
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City of Gonzales
Request for Proposal
Financial Feasibility
Services
Date Issued: Tuesday, March 7, 2023
Date Due: Friday, March 17, 2023, 12:00 P.M.

All questions regarding the Request for Proposal must be submitted in writing. Please send all questions regarding this Request for Proposal in writing via email to Trevin Barber, City Manager at [email protected].

The Qualifications Proposal and Cost Proposal must be submitted in separate e-mails clearly identified and marked:
“Request for Proposal
Financial Feasibility Services
QUALIFICATIONS”; and
“Request for Proposal
Financial Feasibility Services
COST PROPOSAL”
Only electronic submissions are acceptable to [email protected] Packet Pg. 37
Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) 2 Section I – Introduction
The City of Gonzales (“City”) invites proposals from organizations with demonstrated skills and experience providing pro forma analysis, project feasibility analyses, and other miscellaneous economic financial analyses.

The City has entered preliminary negotiations with a housing developer. The proposed project is located on vacant agricultural land in Gonzales, California, adjacent to Highway 101 and approximately Gloria Road. The Project would permit 680 units that includes 70 multi-family units. The housing developer has expressed concerns for economic uncertainty and the city would like to conduct a feasibility analysis to understand the market potential for affordable housing in this development project.

Section II – Scope of Services
• Affordability Restrictions: Consultant will assist the City in determining maximum household incomes, rents, and sales prices at specified income thresholds under various regulatory programs that apply to existing or proposed developments under review.
• Gap Financing Analysis: Consultant will assist the City in reviewing the financial feasibility of proposed developments, including: comparison of competing proposals; determination of the need for gap financing; and assessment of the overall feasibility of alternative development proposals and financing structures.
• Identification of Financing Sources: The development of affordable housing typically relies on the “layering” of various public and private financing sources – including competitively allocated Federal, State, and local funding. Consultant will review potential funding sources that may be available for specific affordable housing proposals, and assess compliance with program regulations probability of funding. Where required, Consultant will prepare studies documenting the need for the proposed funding sources (amounts and terms). As such, Consultant shall have knowledge and experience analyzing housing projects utilizing various funding sources, such as HOME, LMIHAF, PLHA, etc.
• Transaction Structuring/Negotiations: Consultant will assist the City in composing a development proposal for affordable housing for the planned unit development discussed in the Introduction section of the RFP.

Additionally, Consultant will assist the City in negotiating the terms of land Packet Pg. 38
Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) 3 sales/ground leases and/or financial assistance, as needed. • Preparation of Summary Reports: Where required, Consultant will prepare Section 33433 Summary Reports, AB 562 Reports, or similar documentation to provide substantiation for the sale or lease of public assets for purposes of private development.
• Public Hearings and Presentations: Consultant will participate as needed in public meetings when the City Council considers proposed financial assistance transactions for affordable housing developments.

Section III - Proposal Contents & Submittal
Requirements
Proposers must submit a detailed proposal which includes, at a minimum, the following:
• Proposal Summary: This section shall discuss the highlights, key features and distinguishing points of the proposal with a list of individuals that will be providing financial feasibility.
• Profile of the firm: This section shall include a brief description of the Proposer’s firm including size, structure, capacity and resources.
• Qualifications: This section shall include a description of qualifications, the qualifications of those assigned to the project and experience in financial feasibility services, including experience working with the City or other public agencies. This section shall include references with contact information. • Work Plan: This section shall generally present a proposed service plan and timeline, including significant tasks and subtasks that support financial feasibility objectives, work requirements, and information requests. • Compliance and Potential Conflicts:
o Audit or investigation: Has your firm been audited or investigated by any regulatory agency within the past five (5) years? If yes, discuss the outcome of the audit or investigation and any changes that were made as a result. o Litigation or proceedings: Please list all lawsuits or litigation and the result of that action resulting from (a) any public project undertaken by the Proposer or by its subcontractors where litigation is still pending or has occurred within the last five (5) years or (b) any type of project where claims or settlements were paid by the Contractor or its insurers within the past five (5) years. o Conflict of Interest: Describe in detail any potential conflicts of interest your firm may have in regards to this engagement. Exceptions. The Proposer is expected to agree with the form of the contract and its terms and conditions (Attachment 2). However, if the Proposer has any specific exceptions, such exceptions should be set forth in a separate document included with its response to this RFP. The City is under no obligation to entertain or accept any such specific exceptions. Failure to raise issues at the time of Proposal submission shall preclude the raising of such issues at a later time.

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Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) 4 • Proposal Costs: This section shall present the hourly fee schedule and cost information for providing the services required. Include all potential costs or other price information contained in a possible agreement with the City.

All proposals must be received no later than Friday, February 10, 2023, at 12:00 pm. Only electronic submissions are acceptable to [email protected].

Section IV - Questions
All questions regarding this RFP should be directed via email to [email protected]. All questions and answers will distributed to any person or firm who has expressed interest.

The City of Gonzales will be the fiscal agent for this project. The selected firm will submit invoices to the City of Gonzales. The City’s standard form Professional Services Agreement is available on request; insurance and requirements appear below in section VI. Unless a desired change to our form contract is requested with the submission of a proposal, it is assumed that the provisions thereof are accepted.

Section V - Selection Process
A Selection Committee will be established. Any firm(s) selected for further review may be invited for an interview or may be asked for further information for internal review. The final selection will be approved by the Gonzales City Council at a yet to be determined date. Final action will include the selected applicant entering into an agreement.

The City of Gonzales reserves the right to reject any and/or all submittals, wave provisions of this RFP, issue subsequent RFPs, cancel the RFP, waive technical errors in responses to this RFP and negotiate with any, all or none of the respondents to this RFP.

Section VI – Additional Information
Extension of Deadline – In the event the City elects to extend the deadline for Packet Pg. 40
Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) 5 submittal of RFP, all applicants will have the right to revise and resubmit their proposal.

Right to Cancel – The City reserves the right to cancel the request for proposals (RFP), modify any requirements contained within the RFP and request a revised submission from all suppliers, and to establish other evaluation criteria determined to be in the best interest of the City. The City shall also have the right to refrain from awarding the contract altogether. The City can change any aspect of, terminate, or delay this RFP, the RFP process and/or the program which is outlined within this RFP at any time, and notice shall be given in a timely manner thereafter.

Award – Any contract(s) for this Project will be awarded to the qualified Proposer(s) able to effectively negotiate terms for the project(s) that provide the best value to the City as determined solely by City and its agents. The Selection Committee, on behalf of the City reserves the right to reject any or all proposals, to waive any irregularity in any proposal and to determine which, in its sole judgment, best meets the goals of this RFP. The successful provider will be required to enter into an Agreement with the City which will include the requirements of this RFP as well as other requirements to be determined. The City reserves the right to negotiate the price, terms, and scope of services with the proposer, prior to entering into the Agreement. Prior to award of the contract, the City reserves the right to request additional information regarding the history of operations of the Proposer and its principals. In addition, filed review of existing equipment, facilities and operations may be conducted by the City.

No prior, current or post award verbal conversations or agreements with any officer, agent, or employees of the City shall affect or modify any terms Packet Pg. 41
Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) or obligations of this RFP, or any contract resulting from this procurement.

No Award – Recipients of this RFP are advised that nothing stated herein, or any part thereof, or any communication during the evaluation and selection process, shall be construed as constituting, offering or awarding a contract, representation or agreement of any kind.

Non-Acceptance – Non-acceptance of any proposal will not imply any criticism of the proposal or convey any indication that the proposal or proposed system or equipment was deficient. Non-acceptance will mean that another proposal was deemed to be more advantageous to the City or that no proposal was deemed acceptable.

Not Liable for Costs – The City of Gonzales is not liable and will not be responsible for any costs incurred by any provider(s) for the preparation and delivery of the RFP responses, nor will we be liable for any costs incurred prior to the execution of an agreement, including but not limited to, presentations by RFP finalists.

Property of the City – Responses to this RFP will become the property of the City of Gonzales, and will form the basis of negotiations of an agreement with the apparent successful provider.

Waiver of Irregularities – The City of Gonzales reserves the right, at its sole discretion, to waive minor administrative irregularities contained in any proposal.

No Obligation to Buy – The City of Gonzales reserves the right to reject any or all proposals at any time without penalty and from contracting with any provider. The release of this RFP does not convey the initiation of a purchase.

Withdrawal of Proposals – Providers may withdraw a proposal that has been submitted at any time up to the proposal closing date and time. To accomplish this, a written request signed by an authorized representative of the provider must be submitted to the RFP Contact. The provider may submit another proposal at any time up to the proposal closing date and time.

No proposal shall be withdrawn after the date and time set for opening thereof, and all proposals shall remain in effect for one hundred and eighty (180) days after the final proposal submission date.

Errors in Proposal – The City of Gonzales will not be liable for any errors in provider proposals. Providers will not be allowed to alter proposal documents after the deadline for proposal submission. Corrections or amendments due to errors identified in the provider’s Proposal may be accepted if this type of correction or amendment is due to typing,
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Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) transposition or any other obvious errors. Providers are liable for all errors or omissions contained in their proposals.

Non-Responsive Proposals – Proposals deemed non-responsive will be returned to the proposer.

Amendments to Request for Proposal - The City reserves the right to amend the Request for Proposal by addendum prior to the final proposal submittal date.

Contract Term - This contract will cover services provided until services are rendered and deemed completed, unless upon mutual consent of the parties.

The fee proposed by Provider must be valid for the entire period unless otherwise conditioned in the Proposal.

Non-Exclusive Contract - The City reserves the right to contract with other Professional Service firms during the contract term.

Insurance - The Provider shall meet all provisions, including, but not limited to, appropriate additional insured endorsements relating to insurance coverage as provided forth in Attachment 1.

Public Domain - All products used or developed in the execution of any contract resulting from this Request for Proposal will remain in the public domain at the completion of the contract.

Upon request, all proposals will be available for public review (except financial statements submitted under separate cover with a confidentiality request, which shall be disclosed only upon order of court with competent jurisdiction) once negotiations are complete and contract award is ready to be made to the successful proposer.

Required Timeframes - The office hours shall be 8:00 a.m. to 5:00 p.m., Monday through Friday, so that the staff will be available to City staff.

Conflicts of Interest – Provider agrees to promptly notify City whenever a client of Provider has an interest in any project referred to Provider for professional services. In particular, Provider shall disclose any financial interest or relationship with any construction company that might submit a bid on the resulting construction project. The City may withdraw such project with no compensation due, if the Provider has a conflicting interest.

Conflict of Interest Disclosure - In accordance with California Government Code Section 87306, the Provider awarded a contract may be required to file a Conflict of Interest Statement. If such requirement is made, the filing must be no later than 30 days after the execution of the contract, annually thereafter Packet Pg. 43
Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) prior to June 24th of each year for the duration of the contract, and within 30 days of termination of the contract. Failure to file any required statements will result in withholding payment for services rendered.

Inspections - City reserves the right to inspect the work being accomplished by the Provider at any time.

Assignment of Personnel - The Provider shall have City's approval prior making the change(s) in a project team assigned to a project.

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Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects)

CONSULTING SERVICES AGREEMENT

BETWEEN

THE CITY OF GONZALES AND
[NAME OF CONSULTANT]
THIS AGREEMENT for consulting services is made by and between the City of Gonzales (“City”) and (“Consultant”) (together referred to as the “Parties”) as of (the “Effective Date”).

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A , and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on , the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8.

1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Consultant is engaged.

1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above, and to satisfy Consultant’s obligations hereunder.

1.5 Public Works Requirements. Because the services described in Exhibit A include "work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work," the services constitute a public works within the definition of Section 1720(a)(1) of the California Labor Code. As a result, Consultant is required to comply with the provisions of the Labor Code applicable to public works, to the extent set forth in Exhibit C.

Consultant shall waive, indemnify, hold harmless, and defend City concerning any liability arising out of Labor Code Section 1720 et seq.

Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed , notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered Packet Pg. 45
Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person.

2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
▪ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ▪ The beginning and ending dates of the billing period; ▪ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
▪ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; ▪ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder; ▪ The Consultant's signature;
▪ Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable.

2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed.

2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

Packet Pg. 46
Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects)

2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B.

2.6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed $ . Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein.

City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance Packet Pg. 47
Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) and Employer's Liability Insurance shall be provided with limits of not less than $ [dollar amount to be determined based on nature of the work--if no extenuating circumstances exist, $1,000,000 is typically required] per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code.

Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $ [dollar amount to be determined
based on nature of the work--if no extenuating circumstances exist, $1,000,000 is typically required] per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.

Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage.

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Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City.

4.3 Professional Liability Insurance.

4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $ [dollar amount to be determined based on the nature of
the work--if no extenuating circumstances exist, $1,000,000 is typically required] covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim.

4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claimsmade policy form with a retroactive date that precedes the date of this Agreement, Consultant must purchase an extended period coverage for a minimum of five years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement.

4.4 All Policies Requirements.

4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII.

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.

4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant Packet Pg. 49
Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e., limit that is eroded by the cost of defense).

4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss.

Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation.

The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors.

4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor.

All coverages for subcontractors shall be subject to all of the requirements stated herein.

4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach:
▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
▪ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement.

Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.

Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with Consultant's performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City.

The Consultant's obligation to defend and indemnify shall not be excused because of the Consultant's inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days, to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first.

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Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees.

Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.

Section 6. STATUS OF CONSULTANT.

6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.

Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder.

Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of Packet Pg. 51
Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby.

Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.

Consultant may cancel this Agreement upon days' written notice to City and shall include in such notice the reasons for cancellation.

In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement.

8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

8.3 Amendments. The parties may amend this Agreement only by a writing signed by all parties.

Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.

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Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects)

8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following:

8.6.1 Immediately terminate the Agreement;

8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;

8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or

Section 9. KEEPING AND STATUS OF RECORDS.

Section 10 MISCELLANEOUS PROVISIONS.

10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to Packet Pg. 53
Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.

10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.

10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

10.9 Contract Administration. This Agreement shall be administered by ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

10.10 Notices. Any written notice to Consultant shall be sent to:

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Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) .

Any written notice to City shall be sent to:
.

10.11 Professional Seal. Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. _________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, [[and]C[, and D]] represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.

Exhibit AScope of Services
Exhibit BPayment Schedule
Exhibit C Public Works Requirements
Exhibit [C or D] Expenses

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. [SIGNATURES ON FOLLOWING PAGE]
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Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) The Parties have executed this Agreement as of the Effective Date.

CITY OF GONZALES CONSULTANT
Trevin W. Barber, City Manager [NAME, TITLE]
Attest:

Trevin W. Barber, City Clerk
Approved as to Form:

Michael F. Rodriquez, City Attorney
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Attachment: Financial Feasibility RFP (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) Consulting Services Agreement between [EFFECTIVE DATE]
City of Gonzales and Keyser Marston Associates, Inc. Page 1 of 14 1168316

CONSULTING SERVICES AGREEMENT BETWEEN

THE CITY OF GONZALES AND
KEYSER MARSTON ASSOCIATES, INC.

THIS AGREEMENT for consulting services is made by and between the City of Gonzales (“City”) and Keyser Marston Associates, Inc. (“Consultant”) (together referred to as the “Parties”) as of date fully executed (the “Effective Date”).

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A , and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2024, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8.

1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above, and to satisfy Consultant’s obligations hereunder.

Section 2. COMPENSATION. The City will pay Consultant’s invoices under each authorized Task Order on an hourly not-to-exceed basis. The hourly rates in Exhibit B apply to all Task Orders. City shall pay Consultant for services rendered pursuant to this Agreement from deposits made by development applicants at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person.

Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties Packet Pg. 57
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further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
▪ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
▪ The beginning and ending dates of the billing period; ▪ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
▪ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
▪ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder;
▪ The Consultant's signature;
▪ Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable.

2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

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In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B.

2.6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed $5,000.00. Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to Packet Pg. 59
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the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to City.

Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.

4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000.00 per accident. In the alternative, Consultant may rely on a selfinsurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000.00 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.

4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage.

4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:

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a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant.
c. For any claims related to this Agreement or the work hereunder, the Consultant's insurance covered shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City.

4.3 Professional Liability Insurance.

4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000.00 covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim.

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d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement.

4.4 All Policies Requirements.

4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII.

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.

4.4.4 Wasting Policies. No policy required by this Section 4, with the exception of Consultant’s Professional Liability insurance policy, shall include a "wasting" policy limit (i.e., limit that is eroded by the cost of defense).

The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors.

4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

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4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach:
▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
▪ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement.

Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.

Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with Consultant's alleged negligence or willful misconduct in the performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City.

With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall Packet Pg. 63
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indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Section 6. STATUS OF CONSULTANT.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder.

7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Packet Pg. 64
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Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.

Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation.

8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1 by an additional two years. Any such extension shall be exercise one year at a time and require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

8.3 Amendments. The parties may amend this Agreement only by a writing signed by all parties.

8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a Packet Pg. 65
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determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant.

8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following:

8.6.1 Immediately terminate the Agreement;

8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;

8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or

Section 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder, with the exception of Consultant’s proprietary computer models, shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.

9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents Packet Pg. 66
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evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.

Section 10 MISCELLANEOUS PROVISIONS.

10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.

10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Packet Pg. 67
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Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant.

10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

10.9 Contract Administration. This Agreement shall be administered by Trevin Barber ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

10.10 Notices. Any written notice to Consultant shall be sent to:
______________
______________
______________
______________
Any written notice to City shall be sent to:

City Manager
City of Gonzales
P.O. Box 647
Gonzales, CA 93926.

10.11 N/A

10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A and B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.

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Exhibit A Scope of Services
Exhibit B Payment Schedule

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. [SIGNATURES ON FOLLOWING PAGE]
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The Parties have executed this Agreement as of the Effective Date.

CITY OF GONZALES CONSULTANT
Trevin Barber, City Manager
Attest:

Mary Villegas, Deputy City Clerk
Approved as to Form:

Michael F. Rodriquez, City Attorney
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EXHIBIT A

SCOPE OF SERVICES
Following initiation from City to open a task order:

Initiation: Meet with City to clarify the City’s objectives, the KMA Work Plan, data requirements, and the timeline for completion KMA is prepared to commence work upon authorization and notice to proceed Data Collection: Collect and review available studies and background information on subject site Days 1 - 30 Market Overview: Collect and review key information for the regional housing market, including land values, building costs, unit mix and sizes, sales prices, monthly rents, vacancy factors, and other relevant financial parameters. Days 1 - 30
Affordable Housing Feasibility Analysis: Evaluation of financial feasibility. Analysis will include review of third party financial pro forma(s) and/or preparation of independent financial pro forma(s), evaluation of proposed affordability restrictions, and identification of potential funding sources. Days 30 - 60 Developer Selection and Evaluation: Prepare draft RFQ/P for an affordable housing developer partner.

Specify project criteria, minimum financial terms, and timing of performance. Review RFQ/P responses, including proposed deal structure, business terms, and viability of proposed financing plan. Approximately Days 60 - 150 Actual schedule will be determined by the magnitude and parameters of the RFQ/P and the number of responses received
Developer Negotiations and Transaction Structuring: Support the City in developer negotiations related to business and financial terms for the proposed affordable housing transaction. Days 150 - 210 Transaction Documentation: Prepare 33433 Summary Report and/or AB 562 Economic Development Subsidy Report. Days 210 - 240
Public Hearings and Presentations: Prepare for and attend one(1)public hearing, review and comment on City staff reports, respond to question/comments from Councilmembers. Day 240 Packet Pg. 71
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EXHIBIT B

COMPENSATION SCHEDULE
Below are current hourly billing rates for KMA personnel.

KEYSER MARSTON ASSOCIATES, INC.

PUBLIC SECTOR HOURLY RATES
2022/2023
CHAIRMAN, PRESIDENT, MANAGING PRINCIPALS*…………………………………..……………....$305.00 SENIOR PRINCIPALS*…………………………………..…………………………………………………...$295.00 PRINCIPALS*………………………………..…………………………………………………………………$275.00 MANAGERS*………………………………..………………………………………………………………….$245.00 SENIOR ASSOCIATES………………………………..……………………………………………………...$205.00 ASSOCIATES………………………………..………………………………………………………………...$185.00 SENIOR ANALYSTS………………………………..…………………………………………………………$170.00 ANALYSTS………………………………..……………………………………………………………………$145.00 TECHNICAL STAFF………………………………..……………………………………………………….…$105.00 ADMINISTRATIVE STAFF………………………………..……………………………………………………$90.00 Directly related job expenses not included in the above rates are: auto mileage, parking, air fares, hotels and motels, meals, car rentals, taxies, telephone calls, delivery, electronic data processing, graphics and printing. Directly related job expenses will be billed at 110% of cost. Monthly billings for staff time and expenses incurred during the period will be payable within thirty (30) days of invoice date. * Rates for individuals in these categories will be increased by 50% for time spent in court testimony.

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CONSULTING SERVICES AGREEMENT BETWEEN

THE CITY OF GONZALES AND

WILLDAN FINANCIAL SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Gonzales (“City”) and Willdan Financial Services (“Consultant”) (together referred to as the “Parties”) as of date fully executed (the “Effective Date”).

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A, and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above, and to satisfy Consultant’s obligations hereunder.

Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties Packet Pg. 73
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further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
▪ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
▪ The beginning and ending dates of the billing period; ▪ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
▪ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
▪ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder;
▪ The Consultant's signature;
▪ Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable.

2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

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In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to Packet Pg. 75
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the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to City.

4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000.00 per accident. In the alternative, Consultant may rely on a selfinsurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000.00 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.

4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage.

4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:

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a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant.
c. For any claims related to this Agreement or the work hereunder, the Consultant's insurance covered shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City.

4.3 Professional Liability Insurance.

4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000.00 covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim.

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d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement.

4.4 All Policies Requirements.

4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII.

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.

The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors.

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4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach:
▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
▪ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement.

Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.

Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with Consultant's alleged negligence or willful misconduct in the performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City.

With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall Packet Pg. 79
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indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Section 6. STATUS OF CONSULTANT.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder.

7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Packet Pg. 80
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Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.

Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation.

8.3 Amendments. The parties may amend this Agreement only by a writing signed by all parties.

8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a Packet Pg. 81
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determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant.

8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following:

8.6.1 Immediately terminate the Agreement;

8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;

8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or

Section 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder, with the exception of Consultant’s proprietary computer models, shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.

9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents Packet Pg. 82
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evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.

Section 10 MISCELLANEOUS PROVISIONS.

10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.

10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Packet Pg. 83
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Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant.

10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

10.10 Notices. Any written notice to Consultant shall be sent to:
______________
______________
______________
______________
Any written notice to City shall be sent to:

City Manager
City of Gonzales
P.O. Box 647
Gonzales, CA 93926.

10.11 N/A

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Exhibit A Scope of Services
Exhibit B Payment Schedule

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. [SIGNATURES ON FOLLOWING PAGE]
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The Parties have executed this Agreement as of the Effective Date.

CITY OF GONZALES CONSULTANT
Trevin Barber, City Manager
Attest:

Mary Villegas, Deputy City Clerk
Approved as to Form:

Michael F. Rodriquez, City Attorney
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EXHIBIT A

SCOPE OF SERVICES
Following initiation from City to open a task order:

Initiation: Meet with City to clarify the City’s objectives, the Work Plan, data requirements, and the timeline for completion is prepared to commence work upon authorization and notice to proceed Data Collection: Collect and review available studies and background information on subject site Days 1 - 30 Market Overview: Collect and review key information for the regional housing market, including land values, building costs, unit mix and sizes, sales prices, monthly rents, vacancy factors, and other relevant financial parameters. Days 1 - 30
Affordable Housing Feasibility Analysis: Evaluation of financial feasibility. Analysis will include review of third party financial pro forma(s) and/or preparation of independent financial pro forma(s), evaluation of proposed affordability restrictions, and identification of potential funding sources. Days 30 - 60 Developer Selection and Evaluation: Prepare draft RFQ/P for an affordable housing developer partner.

Specify project criteria, minimum financial terms, and timing of performance. Review RFQ/P responses, including proposed deal structure, business terms, and viability of proposed financing plan. Approximately Days 60 - 150 Actual schedule will be determined by the magnitude and parameters of the RFQ/P and the number of responses received
Developer Negotiations and Transaction Structuring: Support the City in developer negotiations related to business and financial terms for the proposed affordable housing transaction. Days 150 - 210 Transaction Documentation: Prepare 33433 Summary Report and/or AB 562 Economic Development Subsidy Report. Days 210 - 240
Public Hearings and Presentations: Prepare for and attend one(1)public hearing, review and comment on City staff reports, respond to question/comments from Councilmembers. Day 240 Packet Pg. 87
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EXHIBIT B

COMPENSATION SCHEDULE
Below are current hourly billing rates for Willdan Financial Services personnel. 2022/2023
Group Manager…………………………………………………..……………….…………..……….……....$250.00 Managing Principal…………………………………………………..…………...…………..……….……....$240.00 Principal Consultant…………………………………..…………………………..…………………………...$210.00 Senior Project Manager…………………………………..…………………………………………………...$185.00 Project Manager ………..…………………..…………………………………………………………………$165.00 Senior Project Analyst…………………..……………………………………….…………………………….$135.00 Senior Analyst………………………………..………………………………………………………………...$125.00 Analyst II……………………………..………………………………………….……………………………...$110.00 Analyst I……………………………..…………………………………………..……………………………...$100.00 Notes
Our fee includes all direct expenses associated with the project.

We will invoice the City monthly based on percentage of project completed.

Additional services or meetings may be authorized by the City and will be billed at our then-current hourly overhead consulting rates.

City shall reimburse Willdan for any costs Willdan incurs, including without limitation, copying costs, digitizing costs, travel expenses, employee time and attorneys' fees, to respond to the legal process of any governmental agency relating to City or relating to the project. Reimbursement shall be at Willdan's rates in effect at the time of such response.

Willdan will rely on the validity and accuracy of the City’s data and documentation to complete the analyses. Willdan will rely on the data as being accurate without performing an independent verification of accuracy and will not be responsible for any errors that result from inaccurate data provided by the client or a third party.

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CONSULTING SERVICES AGREEMENT BETWEEN

THE CITY OF GONZALES AND
HARRIS AND ASSOCIATES, INC.

THIS AGREEMENT for consulting services is made by and between the City of Gonzales (“City”) and Harris and Associates, Inc. (“Consultant”) (together referred to as the “Parties”) as of date fully executed (the “Effective Date”).

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A , and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above, and to satisfy Consultant’s obligations hereunder.

Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties Packet Pg. 89
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further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
▪ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
▪ The beginning and ending dates of the billing period; ▪ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
▪ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
▪ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder;
▪ The Consultant's signature;
▪ Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable.

2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

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In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to Packet Pg. 91
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the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to City.

4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000.00 per accident. In the alternative, Consultant may rely on a selfinsurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000.00 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.

4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage.

4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:

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a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant.
c. For any claims related to this Agreement or the work hereunder, the Consultant's insurance covered shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City.

4.3 Professional Liability Insurance.

4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000.00 covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim.

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d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement.

4.4 All Policies Requirements.

4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII.

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.

The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors.

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4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach:
▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
▪ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement.

Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.

Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with Consultant's alleged negligence or willful misconduct in the performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City.

With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall Packet Pg. 95
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indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Section 6. STATUS OF CONSULTANT.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder.

7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Packet Pg. 96
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Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.

Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation.

8.3 Amendments. The parties may amend this Agreement only by a writing signed by all parties.

8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a Packet Pg. 97
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determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant.

8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following:

8.6.1 Immediately terminate the Agreement;

8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;

8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or

Section 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder, with the exception of Consultant’s proprietary computer models, shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.

9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents Packet Pg. 98
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evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.

Section 10 MISCELLANEOUS PROVISIONS.

10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.

10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Packet Pg. 99
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Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant.

10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

10.10 Notices. Any written notice to Consultant shall be sent to:
______________
______________
______________
______________
Any written notice to City shall be sent to:

City Manager
City of Gonzales
P.O. Box 647
Gonzales, CA 93926.

10.11 N/A

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Exhibit A Scope of Services
Exhibit B Payment Schedule

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. [SIGNATURES ON FOLLOWING PAGE]
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The Parties have executed this Agreement as of the Effective Date.

CITY OF GONZALES CONSULTANT
Trevin Barber, City Manager
Attest:

Mary Villegas, Deputy City Clerk
Approved as to Form:

Michael F. Rodriquez, City Attorney
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EXHIBIT A

SCOPE OF SERVICES
Following initiation from City to open a task order:

Initiation: Meet with City to clarify the City’s objectives, Work Plan, data requirements, and the timeline for completion is prepared to commence work upon authorization and notice to proceed Data Collection: Collect and review available studies and background information on subject site Days 1 - 30 Market Overview: Collect and review key information for the regional housing market, including land values, building costs, unit mix and sizes, sales prices, monthly rents, vacancy factors, and other relevant financial parameters. Days 1 - 30
Affordable Housing Feasibility Analysis: Evaluation of financial feasibility. Analysis will include review of third party financial pro forma(s) and/or preparation of independent financial pro forma(s), evaluation of proposed affordability restrictions, and identification of potential funding sources. Days 30 - 60 Developer Selection and Evaluation: Prepare draft RFQ/P for an affordable housing developer partner.

Specify project criteria, minimum financial terms, and timing of performance. Review RFQ/P responses, including proposed deal structure, business terms, and viability of proposed financing plan. Approximately Days 60 - 150 Actual schedule will be determined by the magnitude and parameters of the RFQ/P and the number of responses received
Developer Negotiations and Transaction Structuring: Support the City in developer negotiations related to business and financial terms for the proposed affordable housing transaction. Days 150 - 210 Transaction Documentation: Prepare 33433 Summary Report and/or AB 562 Economic Development Subsidy Report. Days 210 - 240
Public Hearings and Presentations: Prepare for and attend one(1)public hearing, review and comment on City staff reports, respond to question/comments from Councilmembers. Day 240 Packet Pg. 103 Attachment: Agreement with Harris & Associates (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) Consulting Services Agreement between [EFFECTIVE DATE]
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EXHIBIT B

COMPENSATION SCHEDULE
Below are current hourly billing rates for Harris and Associates personnel. 2022/2023
Principal in Charge……………………………………………………..……………………..……….……....$285.00 Senior Project Manager…………………………………..…………………………………………………...$225.00 Project Manager ………..…………………..…………………………………………………………………$200.00 Deputy Project Manager …………………..………………………………………………………………….$185.00 Senior Analyst………………………………..………………………………………………………………...$150.00 Analyst ………………………………..………………………………………………………………………...$140.00 Packet Pg. 104 Attachment: Agreement with Harris & Associates (2670 : Financial Feasibility Services Contracts for Various Developmnet Projects) City of Gonzales

CITY MANAGER DEPARTMENT

STAFF REPORT
TO:

DATE:

FROM:

Honorable Mayor Rios and City Council
April 3, 2023
Trevin W. Barber, City Manager
SUBJECT: Award Contract to California Consulting to Provide Grant Writing Services

RECOMMENDATION
Authorize the City Manager to enter into an agreement with California Consulting, LLC. to provide grant writing services for various grants, on an as-needed basis. (Cost: per grant and not-to-exceed basis of $100,000).

BACKGROUND
The City has historically relied on more common grant finding and grant writing activities to seek appropriate grant funding for its projects/activities, with each department researching and/or learning about grants that are available through their own operational and association contacts.

In January of 2023, the City posted a request for a proposal (Proposal) for grant writing services, which included a scope of work for a needs assessment, access to a regularly updated database of grant opportunities, and assistance in writing grants when the City requested. Staff closed the Proposal on February 10, 2023 and a committee was formed to begin ranking the proposals. In February, staff short listed the top three vendors, California Consulting, BKF Engineers, and Siegfried. After extensive reference checks, California Consulting was selected as the recommended vendor of choice with the highest total score.

California Consulting was highlighted as a firm specializing in grant related government affairs in California. The firm practices a full-service approach to working with its clients, starting with a needs assessment, and then bringing grant opportunities to the City for review. When potentially helpful, they arrange for their clients to meet directly with grantors, to both establish relations between the City and the grantors, and to help identify which grant programs are best suited to their client's needs. The firm provides grant writing and submission services (assisted by City Staff), and when grants are awarded, AGENDA
ITEM
8 Packet Pg. 105
they assist in administering the grant, as well as in post-grant administration work. Consultant fees are covered by grant awards in as many instances as possible.

Taking an active role through the entire process is intended to not only find, win and properly administer grants, but to also ensure the client develops a good working relationship with the grantor, and that the grantor is encouraged to consider the City for future grants.

California Consulting's business model is one where, for a fixed fee, there are no limits on the number of grants they'll pursue, lobby, and help administer for the City; and they have offered the City an openended month-to-month contract, giving us the opportunity to work with them without a long-term commitment.

The proposed contract calls for a flat fee per grant and hourly for additional work, plus reimbursement for expenses (postage, copies, etc...) with a total not to exceed $100,000.00 a year. Staff has participated in a needs assessment process with California Consulting, which informed the initial set of grants to be pursued in the agreement’s scope of work attached. The scope of work is not an exhaustive list of grants to be pursued. The agreement is open ended and we have the option to engage the consultants to purpose more grants on a per grant basis.

Explain: Seeking professional assistance in writing grants will increase funding for strategic priorities and help the City achieve it’s vision.

Explain: Please see Vision above.

ALTERNATIVES
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1. The City Council may, in its discretion, reject any proposals presented and then direct staff to:
a. abandon the work effort for grant writing support, or b. direct staff to re-advertise for proposals.

BUDGET IMPACT
The proposed contract calls for a flat fee per grant and hourly for additional work, plus reimbursement for expenses (postage, copies, etc...) with a total not to exceed $100,000.00 a year.

Attachments:

1. Grant Writing Services RFP

2. Agreement with California Consulting
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CONSULTING SERVICES AGREEMENT BETWEEN

THE CITY OF GONZALES AND
CALIFORNIA CONSULTING, INC.

THIS AGREEMENT for consulting services is made by and between the City of Gonzales (“City”) and California Consulting, Inc. (“Consultant”) (together referred to as the “Parties”) as of date fully executed (the “Effective Date”).

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A , and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2024 , the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8.

1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above, and to satisfy Consultant’s obligations hereunder.

Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $100,000.00 notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person.

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Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
▪ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
▪ The beginning and ending dates of the billing period; ▪ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
▪ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
▪ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder;
▪ The Consultant's signature;
▪ Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable.

2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever Packet Pg. 135 Attachment: Agreement with California Consulting (2671 : Agreement with California Consulting, LLC. to Provide Grant Writing Services for Consulting Services Agreement between [EFFECTIVE DATE]
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incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, Packet Pg. 136 Attachment: Agreement with California Consulting (2671 : Agreement with California Consulting, LLC. to Provide Grant Writing Services for Consulting Services Agreement between [EFFECTIVE DATE]
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representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to City.

4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000.00 per accident. In the alternative, Consultant may rely on a selfinsurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000.00 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.

4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage.

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4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant.
c. For any claims related to this Agreement or the work hereunder, the Consultant's insurance covered shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City.

4.3 Professional Liability Insurance.

4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000.00 covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim.

4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must purchase an extended period coverage Packet Pg. 138 Attachment: Agreement with California Consulting (2671 : Agreement with California Consulting, LLC. to Provide Grant Writing Services for Consulting Services Agreement between [EFFECTIVE DATE]
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for a minimum of five years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement.

4.4 All Policies Requirements.

4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII.

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.

4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e., limit that is eroded by the cost of defense).

The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors.

4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each Packet Pg. 139 Attachment: Agreement with California Consulting (2671 : Agreement with California Consulting, LLC. to Provide Grant Writing Services for Consulting Services Agreement between [EFFECTIVE DATE]
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subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach:
▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
▪ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement.

Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.

With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees.

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In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Section 6. STATUS OF CONSULTANT.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder.

7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its Packet Pg. 141 Attachment: Agreement with California Consulting (2671 : Agreement with California Consulting, LLC. to Provide Grant Writing Services for Consulting Services Agreement between [EFFECTIVE DATE]
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employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.

Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation.

8.3 Amendments. The parties may amend this Agreement only by a writing signed by all parties.

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8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following:

8.6.1 Immediately terminate the Agreement;

8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;

8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or

Section 9. KEEPING AND STATUS OF RECORDS.

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Section 10 MISCELLANEOUS PROVISIONS.

10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.

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10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant.

10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

10.10 Notices. Any written notice to Consultant shall be sent to:

California Consulting, Inc.
214 Main Street, Suite 102
El Segundo, CA 90245.

Any written notice to City shall be sent to:

City Clerk
City of Gonzales
P.O. Box 647
147 4th Street
Gonzales, CA 93926.

10.11 N/A

10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A and B, represents the entire and integrated agreement Packet Pg. 145 Attachment: Agreement with California Consulting (2671 : Agreement with California Consulting, LLC. to Provide Grant Writing Services for Consulting Services Agreement between [EFFECTIVE DATE]
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between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.

Exhibit A Scope of Services
Exhibit B Payment Schedule

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. [SIGNATURES ON FOLLOWING PAGE]
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The Parties have executed this Agreement as of the Effective Date.

CITY OF GONZALES CONSULTANT
Trevin Barber, City Manager Steven N. Samuelian, CEO
Attest:

Mary Villegas, Deputy City Clerk
Approved as to Form:

Michael F. Rodriquez, City Attorney
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EXHIBIT A

SCOPE OF SERVICES
FEMA: SAFER for Firefighters Grant Program: The Fire Prevention and Safety (FP&S) Grants are part of the Assistance to Firefighters Grants (AFG) and support projects that enhance the safety of the public and firefighters from fire and related hazards. The primary goal is to reduce injury and prevent death among high-risk populations. Amount: Up to $1.1 million. Clay will send over Jamie’s list of fire grants. Deadline: March 17, 2023 and is expected to be due around the same time in 2024. Link: https://www.fema.gov/grants/preparedness/firefighters/safer ● California Office of Traffic Safety
URL: https://www.ots.ca.gov/Grants/
Summary: The application should relate to one of the priority program areas listed below and be supported by local crash data that demonstrates a need for funding: 1. Roadway Safety and Traffic Records

2. Pedestrian and Bicycle Safety

3. Emergency Medical Services

4. Police Traffic Services

5. Occupant Protection

6. Alcohol/Drug-Impaired/Distracted Driving

7. Motorcycle Safety

8. Public Relations, Advertising & Marketing Program
Deadline: January 31, 2023 and it is expected to be due around the same time in 2024.
● AFG Assistance to Firefighters Grant:The primary goal of the Assistance to Firefighters Grant (AFG) is to meet the firefighting and emergency response needs of fire departments and non-affiliated emergency medical service organizations. Since 2001, AFG has helped firefighters and other first responders obtain critically needed equipment, protective gear, emergency vehicles, training and other resources necessary for protecting the public and emergency personnel from fire and related hazards. Deadline: Feb. 10, 2023 and it is expected to be due around the same time in 2024. Link: Assistance to Firefighters Grants Program | FEMA.govFederal Emergency Management Agency (.gov)https://www.fema.gov › grants › preparedness › firefi… WATER:

SRF industrial wastewater problem. Currently in the SRF process. ● Caltrans: Reconnecting Communities – Highway to Boulevard Pilot Program:

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engagement and relationship building to facilitate a way for affected communities to express how they are burdened by highway facilities, identify their need for reconnection and improved access, and develop transformational strategies and connectivity solutions.

Funding is intended to assist with the conversion of key underutilized highways in the state into multimodal corridors to reconnect communities divided by transportation infrastructure. These legacy impacts will be addressed through community-based transportation planning, design, demolition, and/or reconstruction of city streets, parks, or other infrastructure. Amount: $149M for the entire program. Deadline: Tentatively opens January 2023; Estimated Deadline: April 2023. Link:
https://dot.ca.gov/programs/local-assistance/fed-and-state-programs/rc-h2b ● The SS4A program- Funds regional, local, and Tribal initiatives through grants to prevent roadway deaths and serious injuries.The SS4A program supports Secretary of Transportation Pete Buttigieg’s National Roadway Safety Strategy and the Department’s goal of zero deaths and serious injuries on our nation’s roadways. Want to build a $35 million community center/library/teen center. City has $20 million in hand.
● The Multimodal Project Discretionary Grant: Common application (MPDG) provides Federal financial assistance to highway and bridge, intercity passenger rail, railway-highway grade and separation, wildlife crossing, public transportation, marine highway, and freight and multimodal projects, or groups of such projects, of national or regional significance, as well as to projects to improve and expand the surface transportation infrastructure in rural areas.Deadline: May 2023. Link:
https://infrastructurereportcard.org/timeline-post/multimodal-project-discretionarygrants -nofo/ ● Clean California Local Grant Program: Caltrans Clean California - Approximately $300 million in funds will support projects to beautify and improve local streets and roads, tribal lands, parks, pathways, and transit centers to clean and enhance public spaces. Deadline: April 28, 2023. Link:
https://cleancalifornia.dot.ca.gov/local-grants
● RTP Recreational Trails Grant Program- The Recreational Trails Program (RTP) administered by the Office of Grants and Local Services (OGALS) provides funds annually to develop non-motorized recreational trails and trailsrelated facilities. Deadline: June 15 and has a 12% match. Link: Recreational Trails Program (RTP) Non-MotorizedCA.govhttps://www.parks.ca.gov › ... ● The Urban Greening Program: Funded by the General Fund, is a grant program Packet Pg. 149 Attachment: Agreement with California Consulting (2671 : Agreement with California Consulting, LLC. to Provide Grant Writing Services for Consulting Services Agreement between [EFFECTIVE DATE]
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designed to promote a comprehensive, long-term approach to addressing climate change to improve the environment. Specifically, the program funds urban greening and urban forestry projects that reduce GHG emissions and provide multiple additional benefits. Deadline: Spring 2023. Link:
https://resources.ca.gov/grants/urban-greening/
● California Department of Parks and Recreation: Land and Water Conservation Fund (LWCF): Project must be acquisition or development, combination projects are not eligible. Development of recreation features must be for outdoor recreation, not indoor recreation. See list of recreation features in application guide. Deadline: June 1, 2023. Link: https://www.parks.ca.gov/?page_id=30240
● Economic Development Administration (EDA): EDA solicits applications from applicants in rural and urban areas to provide investments that support construction, non-construction, technical assistance, and revolving loan fund projects under EDA’s Public Works and EAA programs. Grants and cooperative agreements made under these programs are designed to leverage existing regional assets and support the implementation of economic development strategies that advance new ideas and creative approaches to advance economic prosperity in distressed communities. EDA provides strategic investments on a competitive- merit-basis to support economic development, foster job creation, and attract private investment in economically distressed areas of the United States. Amount: $100,000 to $3 million. Rolling basis, no deadline. Steve will schedule a zoom meeting with Melinda. Job creation project to pay for infrastructure. Open now. Max of $3 million. City sending us "white paper" briefing and then Cal. Consulting to schedule a zoom with Malinda to discuss the project. Link:
https://www.grants.gov/web/grants/view-opportunity.html?oppId=321695 ● Affordable Housing and Sustainable Communities Program (AHSC):

Funds land-use, housing, transportation, and land preservation projects to support infill and compact development that reduce greenhouse gas emissions. The maximum AHSC Program loan or grant award or combination thereof is $30 million with a minimum award of at least $1 million in all Project Area types.Due date is April 4,2023 by 4:00PM Link:
https://www.hcd.ca.gov/affordable-housing-and-sustainablecommunities Email David on housing grants that promote general plan
updates.Building Forward Library Grant? USDA rural development community facilities grant? David- community resiliency center grant to be released TBD send to Taven at the City. City has an affordable housing project anticipated entitlement mid-2023 and CEQA completed mid-2024.

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● Prop 68 grant program: The principal goal of the Conservancy's Prop 68 grant program is to support purposes set forth in the Conservancy's governing statutes and strategic plan, including stewarding Conservancy lands and protecting Basin communities from wildfire; restoring the resilience of Basin forests and watersheds; providing public access and outdoor recreation for all communities; and fostering Basinwide climate adaptation and sustainable communities. Deadline: Rolling. City needs: rehab of fields and restrooms at parks.Rehab of a swimming pool.Need $ for General Plan Update and Housing Element Update. Link :
https://www.grants.ca.gov/grants/proposition-68-grant-program/ ● COPS Hiring Program (CHP): Competitive grant program designed to provide funding directly to law enforcement agencies to hire and/or rehire additional career law enforcement officers in an effort to increase their community policing capacity and crime prevention efforts. Anticipated outcomes of the CHP program awards include engagement in planned community partnerships, implementation of projects to analyze and assess problems, implementation of changes to personnel and agency management in support of community policing, and increased capacity of agency to engage in community policing activities. Deadline: May 11, 2023
Link: https://cops.usdoj.gov/chp
● COPS Technology and Equipment Program: Funding under this program is provided for Congressionally directed spending projects designed to develop and acquire effective equipment, technologies, and interoperable communications that assist in responding to and preventing crime. Due: late spring 2023 Link:
https://cops.usdoj.gov/tep-award
● California Strategic Growth Council: Community Resilience Centers Program Deadline: TBD - Release is scheduled for late Spring 2023 Amount: Implementation grants: $5M - $10M; Planning grants: $200,000 to $500,000 Match: Not stated in draft guidelines
Eligibility: Cities, counties, special districts, JPAs, COGs, nonprofits, tribes, CBOs, community development finance institutions or community development corporations, emergency management, response, preparedness and recovery service providers and organizations. All communities are eligible to apply. SGC Staff will prioritize projects located in under-resourced communities.SGC’s CRC program will fund new construction and upgrades of neighborhood-level resilience centers to provide shelter and resources during climate and other emergencies, such as extreme heat events and poor air quality days. The program will also fund ongoing year-round community services and programs, such as food distribution and workforce development training, that build overall community resilience. SGC will prioritize community-serving locations across the state, such as schools, libraries, community centers, health clinics, and places of worship. SGC’s CRC program will fund both planning and implementation activities.There is a pre-proposal phase, which includes a 5-page concept paper. Those invited will submit full applications. Link:https://sgc.ca.gov/programs/communityresilience-centers/ Packet Pg. 151 Attachment: Agreement with California Consulting (2671 : Agreement with California Consulting, LLC. to Provide Grant Writing Services for Consulting Services Agreement between [EFFECTIVE DATE]
City of Gonzales and California Consulting, Inc. Page 5 of 5 1168316
● Department of Justice: BJA FY 23 Body-worn Camera Policy and Implementation Program to Support Law Enforcement Agencies Deadline: April 4, 2023
Amount: Up to $2M
Match: Yes - Amount depends on category selected. Generally 50% Eligibility: States, cities, counties, IHEs, school districts, public housing authorities, tribal governments. Local law enforcement agencies
Summary: OJP is committed to advancing work that promotes civil rights and racial equity, increases access to justice, supports crime victims and individuals impacted by the justice system, strengthens community safety and protects the public from crime and evolving threats, and builds trust between law
enforcement and the community.

Link: https://bja.ojp.gov/funding/opportunities/o-bja-2023-171562 ● Hazard Mitigation Plan : The HMGP 2021 funding opportunity provides support for communities to implement mitigation activities to reduce risk to life and property from natural hazards. In California, natural hazards include wildfire, earthquake, drought, extreme weather, flooding, and other impacts of climate change. HMGP funding can also support the development of Local Hazard Mitigation Plans (LHMP) and project scoping activities. For eligible socially vulnerable and high hazard risk communities, the PrepareCA Initiative provides additional support for capacity building and to cover the local cost share for eligible mitigation activities. Due Date: May 10, 2023.

Link: Hazard Mitigation Assistance Grants | FEMA.govhttps://www.fema.gov › grants › mitigation
● David recommends HCD REAP; it will be available later this spring/summer through MPO allocation. That is what is on HCD’s calendar for the remainder of this year. There may be an MPO allocation for Sustainable Transportation. This will only address the circulation element of the general plan.

Packet Pg. 152 Attachment: Agreement with California Consulting (2671 : Agreement with California Consulting, LLC. to Provide Grant Writing Services for Consulting Services Agreement between [EFFECTIVE DATE]
City of Gonzales and California Consulting, Inc. Page 1 of 1 1168316

EXHIBIT B

COMPENSATION SCHEDULE
Client shall pay Consultant on a per grant basis and hourly rate not to exceed $100,000.00 as compensation for Consultant’s grant writing services as described in Section 1. Consultant shall provide Client with a written invoice monthly. Client agrees to pay invoice within 30 days of receipt.

The following is a breakdown of cost Per Grant:

Grant Amount Request Cost
Up to $10,000 $1,500
$10,001 - $50,000 $4,000
$50,001 - $100,000 $5,500
$100,001 - $250,000 $7,500
Over $250,000 $9,000 - $12,000
Cost will be determined based on complexity of grant preparation for all grants exceeding $250,000. Consultant will provide Client with cost prior to commencing work on grant selected by Client. If Client decides to withdraw the application or cease work on the application prior to submission and after work has begun, Client agrees to pay Consultant for work completed at an hourly rate of $150.00, not to exceed the total amount of the per grant rate. Consultant will provide Client with breakdown of time spent along with invoice.

Packet Pg. 153 Attachment: Agreement with California Consulting (2671 : Agreement with California Consulting, LLC. to Provide Grant Writing Services for City of Gonzales

CITY MANAGER DEPARTMENT

STAFF REPORT
TO:

DATE:

FROM:

Honorable Mayor Rios and City Council
April 3, 2023
Trevin W. Barber, City Manager
SUBJECT: Authorize the City Manager to Execute an Agreement for Budget and Planning Software with OpenGov (Cost: $69,078 Over Three Fiscal Years)

RECOMMENDATION
Authorize the City Manager, or his designees, to execute an agreement for budget and planning software with OpenGov for a total cost of $69,078 over three fiscal years, and make minor modifications as appropriate thereto, on behalf of the City.

EXECUTIVE SUMMARY
While the new enterprise resource planning system is anticipated to provide much needed upgrades for accounting functions, payroll, and resource planning efforts, staff is of the opinion that it will not meet our needs for financial analysis, forecasting, and budgeting. Staff has identified a budgeting and financial analysis software solution, OpenGov, that will complement the City’s efforts to digitalize and streamline operations—helping staff move beyond paper/excel and reducing task hours by 50%. With less time spent on managing data, staff can focus their efforts on matters of strategic priority, such as advancing the community center, annexations, and special projects.

BACKGROUND
The City of Gonzales has used the Tyler Technologies enterprise resource planning system called Fund Balance for more than three decades. The City Council recently approved an agreement with Tyler Technologies to upgrade the City’s enterprise resource planning system with their newer product called ERP Pro 10 (formerly known as Incode 10). Before the City can transition to ERP Pro 10, the City must first upgrade the City’s on premise servers. Such an upgrade has been delayed due to supply shortages and is not anticipated until June. After new server equipment is installed, the city anticipates a development lead time of six months to implement ERP Pro 10.

AGENDA
ITEM
9 Packet Pg. 154
While the new enterprise resource planning system is anticipated to provide much needed upgrades for accounting functions, payroll, and resource planning efforts, staff is of the opinion that it will not meet our financial analysis, forecasting, and budgeting needs entirely. The process to use the City’s current and future enterprise resource planning system for financial reporting and budgeting is very cumbersome.

Personnel costs are often the largest and hardest to report on and extrapolate from the system, including forecasting during personnel negotiations. Staff time spent on regular reporting intervals, such as monthly or quarterly, can be nearly eliminated by adopting software that formats and analysis the information held on the servers for the enterprise resource planning system.

REVIEW AND ANALYSIS
To meet stated needs, staff has identified a budgeting and financial analysis software solution that will complement the City’s efforts to digitalize and streamline operations—helping staff move beyond paper and excel. The solution “Budgeting and Planning” from OpenGov will connect to our enterprise resource planning system and reduce the task hours needed to extract financial data for regular reporting and financial analysis as described above. Staff was introduced to this solution by staff from nearby cites who recently conducted an RFP, including Watsonville. Further, staff was already engaged in the due diligence for asset management and computerized maintenance management software, which lead to introductions with OpenGov. While working with OpenGov and seeing the capabilities of their financial analysis services it became apparent that their solution can meet the needs of Gonzales. To help move the City forward OpenGov offered a substantial introductory discount of 30% of the actual system price.

OpenGov’s “Budgeting and Planning” is a modern, full-featured cloud budgeting solution designed to meet the unique needs of public sector planning and analysis. “Budgeting and Planning” is the industry’s most collaborative experience for budget process automation, managerial reporting, and public transparency -- driving more effective planning and strengthening public trust. While there are over 1,600 local governments using OpenGov, locally the list includes the City of Watsonville, County of San Benito, the City of Santa Barbara, the City of Avenal, and the County of Santa Cruz.

OpenGov will automate the creation of the budget book and move the budget book from a published document to an online easily navigable document. The City will still maintain the ability to publish budget books for those who want one, but it will no longer be the only way to view the budget. Currently the production of the budget book compiles files from a number of platforms and takes hours of staff time to complete. OpenGov will save significant staff time along with giving departments much more control and transparency around their budget analysis.

While analyzing the potential to reduce task hours with OpenGovs solution, staff reviewed reports from the City of Glendora that calculated the return on investment after implanting OpenGov’s “Budget and Planning”. Glendora servers as a comparative City because their process for budgeting was not dissimilar in that they used a financial system that required data extraction into excel before being analyzed.

According to their staff, they were able to reduce their task hours on budget and financial reporting by 50%. Their analysis included more complex calculations like the cost of errors that necessitated rework, the time to download data from across databases and worksheets to run analyses, and the time spent on redundant work required to perform multi-year forecasting. To confirm results, Gonzales staff has been tracking time needed to pull information from the City’s current enterprise resource planning system.

Staff anticipates a similar return on investment as Glendora. With less time spent on managing data, staff can focus their efforts on matters of strategic priority, such as advancing the community center, annexations, and capital projects.

In addition to improving our existing internal processes OpenGov offers several features that will enhance our current process particularly around external communication with the public. It includes an online transparency tool which the public can use to drill into historical budgets and actual finances. It also Packet Pg. 155
includes a tool that can be used to easily survey the public both on budget and financial questions, or any other survey need of the City and easily compiles and analyzes the results.

Explain: Reducing staff time on managing financial data and financial reporting will free-up staff to focus on strategic priorities. Providing financial information in an accessible format will also increase community engagement on financial topics such as the need for a transaction use tax.

Explain: Please see Vision above.

ALTERNATIVES

1. The City Council may, in its discretion, reject the OpenGov proposal presented and then direct staff to:
a. abandon the work effort for digitalizing administrative operations and the budget book, or b. direct staff to advertise for proposals.

BUDGET IMPACT
We propose to fund the purchase of this system with money mostly from Enterprise and the General Funds in a split based on proportion to overall budget. We request a total appropriation of $69,078, inclusive of the implementation year of $30,238.00 for FY23, and the next two years $19,420 for FY4 and $19,420 for FY25. The contract of future years will be included in future operating budgets.

Gonzales is also receiving a substantial introductory discount of 30% of the actual system price.

Packet Pg. 156
Attachments:

1. Plan Letter & Scope of Work

2. Software Services Agreement

3. Powerpoint Presentation
Packet Pg. 157
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for Budget & Planning Software) Packet Pg. 209 Attachment: Plan Letter & Scope of Work (2672 : Agreement with OpenGov for Budget & Planning Software) Packet Pg. 210 Attachment: Plan Letter & Scope of Work (2672 : Agreement with OpenGov for Budget & Planning Software) Packet Pg. 211 Attachment: Plan Letter & Scope of Work (2672 : Agreement with OpenGov for Budget & Planning Software)

OPENGOV SOFTWARE SERVICES AGREEMENT
Gonzales CA, rev’d dp 2023-3-24

OPENGOV SOFTWARE SERVICES AGREEMENT
This Software Services Agreement (this “Agreement”) is entered into by OpenGov, Inc., a Delaware corporation with a principal place of business at 6525 Crown Blvd #41340, San Jose, CA 95160 (“OpenGov”) and the customer listed on the signature block below (“Customer”), as of the date of last signature below (the “Effective Date”). This Agreement sets forth the terms under which Customer will be permitted to use OpenGov’s hosted software services.

1. DEFINITIONS
“Customer Data” means data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer’s software systems of record). Customer Data shall not include any confidential personally identifiable information.
“Documentation” means the documentation for the Software Services at the Customer Resource Center page found at https://opengov.zendesk.com.
“Feedback” means suggestions, comments, improvements, ideas, or other feedback or materials regarding the Software Services provided by Customer to OpenGov, including feedback provided through online developer community forums.
“Initial Term” means the initial license term specified in number of years on the Order Form, commencing on the Effective Date.
“Intellectual Property Rights” means all intellectual property rights including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature.
“Order Form” means OpenGov’s Software Services order form that: (a) specifies the Software Services provided by OpenGov; (b) references this Agreement; and (c) is signed by authorized representatives of both parties.
“Renewal Term” means each additional renewal period, which shall be for a period of equal duration as the Initial Term, for which this Agreement is extended pursuant to Section 7.2.

2. SOFTWARE SERVICES, SUPPORT AND PROFESSIONAL SERVICES

2.1 Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to perform the software services identified in the applicable Order Form entered into by OpenGov and Customer (“Software Services”).

2.2 Support & Service Levels. Customer support is available by email to [email protected] or by using the chat messaging functionality of the Software Services, both of which are available during OpenGov’s standard business hours. Customer may report issues any time. However, OpenGov will address issues during business hours. OpenGov will provide support for the Software Services in accordance with the Support and Software Service Levels found at https://opengov.com/service-sla, as long as Customer is entitled to receive support under the applicable Order Form and this Agreement.

2.3 Professional Services.
(a) If OpenGov or its authorized independent contractors provides professional services to Customer, such as implementation services, then these professional services will be described in a statement of work (“SOW”) agreed to by the parties (the “Professional Services”). Unless otherwise specified in the SOW, any pre-paid Professional Services Fees must be utilized within one (1) year from the Effective Date. Any unused pre-paid Professional Services Fees shall be forfeited.
(b) Unless the SOW provides otherwise, all reasonable travel expenses, pre-approved by Customer and incurred by OpenGov in performing the professional services will be reimbursed by Customer. Travel expenses Packet Pg. 212 Attachment: Software Services Agreement (2672 : Agreement with OpenGov for Budget & Planning Software)

OPENGOV SOFTWARE SERVICES AGREEMENT
Gonzales CA, rev’d dp 2023-3-24
include cost of coach airfare travel round trip from the individual’s location to Customer's location, reasonable hotel accommodations, ground transportation and meals.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as expressly permitted by the Agreement. Customer shall not, and shall not permit or enable any third party to: (a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services; (e) remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any confidential personally identifiable information to OpenGov or the Software Services platform.

3.2 Responsibilities. Customer shall be responsible for obtaining and maintaining computers and third party software systems of record (such as Customer’s ERP systems) needed to connect to, access or otherwise use the Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c) all uses of Customer user accounts by any party other than OpenGov.

4. INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANTS; ACCESS TO CUSTOMER DATA

4.1 Software Services. OpenGov retains all right, title, and interest in the Software Services and all Intellectual Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts, graphics and button icons, are the property of OpenGov and Customer may not copy, imitate, or use them, in whole or in part, without OpenGov’s prior written consent. Subject to Customer’s obligations under this Agreement, OpenGov hereby grants to Customer a non-exclusive, royalty-free license during the Term to use the Software Services.

4.2 Customer Data. Customer retains all right, title, and interest in the Customer Data and all Intellectual Property Rights therein. Customer hereby grants to OpenGov a non-exclusive, royalty-free license to, and permit its partners (which include, without limitation the hosting providers of the Software Services) to, use, store, edit and reformat the Customer Data, and to use Customer Data for purposes of product enhancement, customer service, or for analyzing such data and publicly disclosing such analysis (“Insights”), provided that in all such uses Customer Data is rendered anonymous such that Customer is no longer identifiable.

4.3 Access to Customer Data. Customer may download the Customer Data from the Software Services at any time during the Term, other than during routine software maintenance periods. OpenGov has no obligation to return Customer Data to Customer.

4.4 Feedback. Customer hereby grants to OpenGov a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use and incorporate into the Software Services and Documentation Customer’s Feedback.

OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation based on or derived from any of Customer’s Feedback including all Intellectual Property Rights in and to the improvements and modifications.

5. CONFIDENTIALITY

5.1 Each party (the “Receiving Party”) agrees not to disclose any Confidential Information of the other party (the “Disclosing Party”) without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party further agrees: (a) to use and disclose the Confidential Information only in connection with this Agreement; and (b) to protect such Confidential Information using the measures that Receiving Party employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party.

Packet Pg. 213 Attachment: Software Services Agreement (2672 : Agreement with OpenGov for Budget & Planning Software)

OPENGOV SOFTWARE SERVICES AGREEMENT
Gonzales CA, rev’d dp 2023-3-24

5.2 “Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as “Confidential” or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure (including the terms of the applicable Software Agreement). OpenGov’s Confidential Information includes, without limitation, the software underlying the Software Services and all Documentation.

5.3 Notwithstanding the foregoing, “Confidential Information” does not include: (a) “Public Data,” which is data that the Customer has previously released to the public, would be required to release to the public, upon request, according to applicable federal, state, or local public records laws, or Customer requests OpenGov make available to the public in conjunction with the Software Services. Confidential Information does not include (b) information that has become publicly known through no breach by the receiving party; (c) information that was rightfully received by the Receiving Party from a third party without restriction on use or disclosure; or (d) information independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.

6. PAYMENT OF FEES

6.1 Fees; Invoicing; Payment; Expenses.
(a) Fees. The fees for the Software Services for the Initial Term and any Renewal Term (“Software Services Fees”) and the fees for Professional Services (“Professional Services Fees”) are set forth in the applicable Order Form. Software Services Fees and Professional Services Fees shall hereafter be referred to as “Fees”. Except to the extent otherwise expressly stated in this Agreement or in an Order Form, (i) all obligations to pay Fees are noncancelable and all payments are non-refundable, (ii) Customer must pay all Fees due under all Order Forms and SOW within thirty (30) days after Customer receives each invoice (invoices are deemed received when OpenGov emails them to Customer’s designated billing contact); (iii) the Software Service Fee shall be due annually in advance, and (iv) Customer must make all payments without setoffs, withholdings or deductions of any kind. (b) Annual Software Maintenance Price Adjustment. OpenGov shall increase the Fees payable for the Software Services during any Renewal Term by 5% each year of the Renewal Term. (c) Invoicing and Payment. OpenGov will invoice the Customer according to the Billing Frequency listed on the Order Form. Customer shall pay all invoices according to the Payment Terms listed on the Order Form. (d) Travel Expenses. Unless the SOW provides otherwise, OpenGov will invoice Customer for travel expenses, pre-approved by the Customer, incurred in connection with each SOW as they are incurred. Customer shall pay all such valid invoices within thirty (30) days of receipt of invoice. Each invoice shall include receipts for the travel expenses listed on the invoice.
(e) Customer Delays; On Hold Fee.

I. On Hold Notice. Excluding delays caused by Force Majeure as described in Section 10.5, if OpenGov determines that Customer’s personnel or contractors are not completing Customer’s responsibilities described in the applicable SOW timely or accurately, OpenGov shall promptly, but in no event more than thirty (30) days from the date of such determination deliver to Customer a notice (an “On Hold Notice”) that (A) designates the Professional Services to be provided to the Customer as “On Hold”, (B) detail Customer’s obligations and responsibilities necessary for OpenGov to continue performing the Professional Services, and (C) specify the Customer shall be invoiced for lost time in production (e.g. delayed or lost revenue resulting from rescheduling work on other projects, delay in receiving milestone payments from Customer, equipment, hosting providers and human resources idle) for a fee equal to 10% of the first year Software Service Fee (the “On Hold Fee”).

II. Effects of On Hold Notice. Upon issuing an On Hold Notice, OpenGov shall be entitled, without penalty, to (A) reallocate resources otherwise reserved for the performance of the Professional Services, and (B) stop or caused to be stopped the Professional Services to be provided to the Customer until the Customer has fulfilled its obligations as set forth in the On Hold Notice. OpenGov shall remove the “On Hold” status, only upon Customer’s fulfillment of its obligations set out in the On Hold Notice, including payment of the On Hold Packet Pg. 214 Attachment: Software Services Agreement (2672 : Agreement with OpenGov for Budget & Planning Software)

OPENGOV SOFTWARE SERVICES AGREEMENT
Gonzales CA, rev’d dp 2023-3-24
Fee. Upon Customer’s fulfillment of its obligations in the On Hold Notice, OpenGov may, in its sole discretion, extend the timeline to complete certain Professional Services up to six (6) weeks, depending on the availability of qualified team resources (OpenGov cannot guarantee that these team resources will be the same as those who were working on the project prior to it being placed On Hold). OpenGov shall bear no liability or otherwise be responsible for delays in the provision of the Professional Services occasioned by Customer’s failure to complete Customer’s responsibilities or adhere to a Customer schedule which were brought to the attention of the Customer on a timely basis, unless such delays result, directly or indirectly from the failure of OpenGov or its authorized independent contractors to perform the Professional Services in accordance with this Agreement or applicable SOW.

6.2 Consequences of Non-Payment. If Customer fails to make any payments required under any Order Form or SOW, then in addition to any other rights OpenGov may have under this Agreement or applicable law, (a) Customer will owe late interest penalty of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and (b) If Customer’s account remains delinquent (with respect to payment of a valid invoice) for thirty (30) days after receipt of a delinquency notice from OpenGov, which may be provided via email to Customer’s designated billing contact, OpenGov may temporarily suspend Customer’s access to the Software Service for up to ninety (90) days to pursue good faith negotiations before pursuing termination in accordance with Section 7. Customer will continue to incur and owe all applicable Fees irrespective of any such Service suspension based on such Customer delinquency.

6.3 Taxes. All Fees under this Agreement are exclusive of any applicable sales, value-added, use or other taxes (“Sales Taxes”). Customer is solely responsible for any and all Sales Taxes, not including taxes based solely on OpenGov’s net income. If any Sales Taxes related to the Fees under this Agreement are found at any time to be payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails to pay any Sales Taxes, then Customer will be liable for any related penalties or interest, and will indemnify OpenGov for any liability or expense incurred in connection with such Sales Taxes. In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence of such tax exempt status, proper exemption certificates or other documentation acceptable to OpenGov.

7. TERM & TERMINATION

7.1 Term. Subject to compliance with all terms and conditions, the term of this Agreement shall commence on the Effective Date and shall continue until the Subscription End Date specified on the Order Form (the “Initial Term”) unless sooner terminated pursuant to Section 7.3 below.

7.2 Renewal. Unless the parties enter into a new Order Form to renew the Agreement for an additional period of no less than one (1) year (“Renewal Term”), this Agreement shall terminate at the end of the applicable Initial Term or Renewal Term.

The Renewal Term, if applicable, together with the Initial Term, shall be referred to as the “Term”.

7.3 Termination. Neither party shall have the right to terminate this Agreement without a legally valid cause. If either party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after notice by the non-breaching party (ten (10) days in the case of non-payment), the non-breaching party may terminate this Agreement.

7.4 Effect of Termination.
(a) In General. Upon termination pursuant to Section 7.3 or expiration of this Agreement pursuant to Section

7.1: (a) Customer shall pay in full for all Software Services and Professional Services performed up to and including the effective date of termination or expiration, (b) all Software Services provided to Customer hereunder shall immediately terminate; and (c) each party shall return to the other party or, at the other party’s option, destroy all Confidential Information of the other party in its possession. (b) Deletion of Customer Data. Unless otherwise requested pursuant to this Section 7.4(b), upon the expiration or termination of this Agreement the Customer Data, excluding any Insights, shall be deleted pursuant to OpenGov’s standard data deletion and retention practices. Upon written request, Customer may request deletion of Customer Data, excluding any Insights, prior to the date of termination or expiration of this Agreement. Such Packet Pg. 215 Attachment: Software Services Agreement (2672 : Agreement with OpenGov for Budget & Planning Software)

OPENGOV SOFTWARE SERVICES AGREEMENT
Gonzales CA, rev’d dp 2023-3-24
request must be addressed to “OpenGov Vice President, Customer Success” at OpenGov’s address for notice described at Section 10.

7.5 Survival. The following sections of this Agreement shall survive termination: Section 5 (Confidentiality), Section 6 (Payment of Fees), Section 7.4(b) (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability) and Section 10 (Miscellaneous).

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

8.1 By OpenGov.
(a) General Warranty. OpenGov represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related statement of work and generally prevailing industry standards. For any breach of the Professional Services warranty, Customer’s exclusive remedy and OpenGov’s entire liability will be the re-performance of the applicable services. If OpenGov is unable to re-perform all such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must make any claim under the foregoing warranty to OpenGov in writing within ninety (90) days of performance of such work in order to receive such warranty remedies.
(b) Software Services Warranty. OpenGov further represents and warrants that for a period of ninety (90) days, the Software Services will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any Software Services that have been used in a manner other than as set forth in the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software Services will be uninterrupted or error-free. Any claim submitted under this Section 8.1(b) must be submitted in writing to OpenGov during the Term. OpenGov’s entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the prepaid, unused portion of the Fee for such Software Services.

8.2 By Customer. Customer represents and warrants that (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) OpenGov’s use of the Customer Data pursuant to this Agreement will not infringe, violate or misappropriate the Intellectual Property Rights of any third party.

8.3 Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED “AS IS” AND OPENGOV DISCLAIMS ALL OTHER

WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,

CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT

MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND SUCH PARTY’S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

9.2 By Amount. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY FOR ANY

CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY

CUSTOMER TO OPENGOV (OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.

9.3 Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and 9.2 above do not apply to, and each party accepts liability to the other for: (a) claims based on either party’s intentional breach of its Packet Pg. 216 Attachment: Software Services Agreement (2672 : Agreement with OpenGov for Budget & Planning Software)

OPENGOV SOFTWARE SERVICES AGREEMENT
Gonzales CA, rev’d dp 2023-3-24
obligations set forth in Section 5 (Confidentiality), (b) claims arising out of fraud or willful misconduct by either party and (c) either party’s unauthorized use, distribution, or disclosure of the other party’s intellectual property.

9.4 No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to Customer.

10. MISCELLANEOUS

10.1 Logo Use. OpenGov shall have the right to use and display Customer’s logos and trade names for marketing and promotional purposes in connection with OpenGov’s website and marketing materials, subject to Customer’s trademark usage guidelines provided to OpenGov.

10.2 Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone communications. However, for notices, including legal notices, required by the Agreement (in Sections where the word “notice” appears) the parties must communicate more formally in a writing given by personal delivery, by prepaid first-class mail or by overnight courier to the address specified in the most recent Order Form (or such other address as may be specified in writing in accordance with this Section).

10.3 Anti-corruption. OpenGov has not offered or provided any bribe, kickback, illegal or improper payment, gift, or thing of value to any Customer personnel in connection with the Agreement, other than reasonable gifts and entertainment provided Customer in the ordinary course of business. If OpenGov become aware of any violation of the above restriction then OpenGov shall promptly notify Customer.

10.4 Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party’s intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy.

10.5 Force Majeure. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third-party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from performing.

10.6 Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. There are no third-party beneficiaries to this Agreement.

10.7 Assignment. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to: (i) its corporate affiliate; or (ii) any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement shall inure to the benefit of and bind each party’s permitted assigns and successors.

10.8 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect.

10.9 Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

10.10Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent Packet Pg. 217 Attachment: Software Services Agreement (2672 : Agreement with OpenGov for Budget & Planning Software)

OPENGOV SOFTWARE SERVICES AGREEMENT
Gonzales CA, rev’d dp 2023-3-24
jurisdiction located in San Mateo County, California, and the parties hereby submit to the personal jurisdiction and venue therein.

10.11 Complete Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. [SIGNATURE PAGE TO FOLLOW]
Packet Pg. 218 Attachment: Software Services Agreement (2672 : Agreement with OpenGov for Budget & Planning Software)

OPENGOV SOFTWARE SERVICES AGREEMENT
Gonzales CA, rev’d dp 2023-3-24
Signatures
Customer: City of Gonzales, California OPENGOV, INC.

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:
[SIGNATURE PAGE TO OPENGOV SOFTWARE SERVICES AGREEMENT] Packet Pg. 219 Attachment: Software Services Agreement (2672 : Agreement with OpenGov for Budget & Planning Software) Powering More Effective and
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Packet Pg. 230 Attachment: Powerpoint Presentation (2672 : Agreement with City of Gonzales

COMMUNITY DEVELOPMENT DEPARTMENT

RECOMMENDATION
It is recommended that the City Council:
• Receive the staff report;
• Open the public hearing to receive and consider public comment; • Close the public hearing and;
• Introduce, waive reading, and read by title only Ordinance No. 2023-136, An Ordinance of the City Council of the City of Gonzales adding new Chapter 12.150 – Agricultural Resource Mitigation to Title 12 – Zoning Regulations, Part 5, Regulations Applying in All Districts (Attachment 3).

BACKGROUND
In March of 2014, the City of Gonzales and the County of Monterey entered into a Memorandum of Agreement dated March 25, 2014 (“2014 MOA”) (Attachment 1) that requires that these two entities work cooperatively on common planning, growth, and development issues in the City of Gonzales. The 2014 MOA came about as the City and County were negotiating how to expand the City’s Sphere of Influence into the lands east of the developed town. Broadly, when cities negotiate and expand their Sphere of Influence, they can later apply through LAFCo (the Local Agency Formation Commission) to expand their city limits into those anticipated growth areas. The LAFCo brokered incorporation process will shift most all municipal responsibilities from the County of Monterey to the City of Gonzales (excepting Health Department responsibilities, for example). Such processes account for the expenses of municipal and utility and infrastructure costs that will be borne by the city among other duties and AGENDA
ITEM
10 Packet Pg. 231
responsibilities as it assumes responsibility for new city territories.

The 2014 MOA demonstrates basic agreements with the County regarding future planning, growth and development issues in and around the City of Gonzales. In Section 6 of the 2014 MOA, Agricultural Land Conservation Program, the City agreed to implement an Agricultural Land Conservation Program for development of land within the City’s Urban Growth Boundary/Sphere of Influence (UGB/SOI).

Several years later, approximately in 2019, the City of Gonzales gathered and convened an Agricultural Committee to advise the City Council; comprised of two City Council members, the Community Development Director, a representative for agriculture, a representative of an agriculture conservation/preservation organization (Monterey County Agricultural Land Trust), a representative of the building industry/development community, a representative of the County Agricultural Commissioner's Office, and the Monterey County Third District Supervisor. City staff met with the Agricultural Committee on numerous occasions to develop the city’s mitigation program and has met with the Monterey County Agricultural Land Trust, County Planners and the Monterey County Agricultural Commission and has discussed agricultural mitigation with local development interest who wish to develop in the new city areas once they are incorporated into City limits.

City staff, with help of the Agricultural Committee in August of 2022 and again in February of 2023, further refined and gave detail to how the City would implement an Agricultural Resource Mitigation program by drafting: “An Ordinance Of The City Council Of The City Of Gonzales Adding New Chapter

12.150 - Agricultural Resource Mitigation To Title 12 – Zoning Regulations, Part 5 Regulations Applying In All Districts.”
Following a duly noticed public hearing and taking public testimony on March 13, 2023, the City of Gonzales Planning Commission recommends that the City Council implement the agreements of the 2014 MOA to create an Agricultural Land Conservation Program by adding new Chapter 12.150 to Title 12 – Zoning Regulations, Part 5 Regulations Applying In All Districts - Agricultural Resource Mitigation, for the City of Gonzales (Attachment 2).

PUBLIC COMMENT RECEIVED
While not purporting to be an exhaustive list, staff has included a characterization of comments received from the Agricultural Land Trust, the Agricultural Commissioner’s Office, the Housing and Community Development Department of the County of Monterey, development interests such as Pembrook, and concerned citizens. These comments have come upon the Planning Commission’s consideration March 13, 2023, and since.

Agricultural Land Trust
At several junctures, staff has met or spoken with the Executive Director of the Agricultural Land Trust (AGT) and has invited conversations and involvement. In fact, the Agricultural Land Trust is one of the seven seated parties on the City of Gonzales’s Agricultural Committee. Staff is not aware of AGT concerns with the present draft of the Ordinance before Council, but the AGT Executive Director has expressed concerns with earlier draft considerations and the general context of other valley cities engaged in agricultural resource protection, such as the City of Soledad. In earlier years, the City had received encouraging support in its mitigation efforts from the AGT, including a formulary in-lieu fee calculation to be applied per housing unit upon certificate of occupancy. The present Executive Director though has now indicated that the earlier in-lieu fee calculations are insufficient. Additionally, the Executive Director takes issue with development interests trying to propose and secure “equivalent” agricultural lands on their own. In expressing these concerns, it appears to staff that the Executive Director may prefer that agricultural resource mitigation in Monterey County and cities be moderated by his office.

Packet Pg. 232
As discussed ahead in the REVIEW AND ANALYSIS, the City of Gonzales’s new Ordinance 12.150 engages these matters.

Agricultural Commissioner’s Office (ACO)
The City’s draft ordinance has matured and has been refined from earlier drafts that the Agricultural Commissioner’s Office commented on. Staff has characterized the basic concerns of the Agricultural Commissioner’s office below:
• Ratios. The ACO recommends a 2:1 ratio for Prime Farmlands and 1.5:1 for Farmland of Statewide Importance, Unique Farmland and Farmland of Local Importance. • Agricultural Buffers. The ACO prefers clear and specific language that 200 feet be required for buffers.
• The County’s Ag Mitigation Program (Draft) requires proof of Good Faith Effort with definition making not less than two attempts to purchase an ag conservation easement at the appraised market value. County ACO recommends the same strategy.
• The ACO’s office asked what acreage was anticipated to be exempted from mitigation for affordable housing. The County AGO recommends all areas of loss (to) farmland mitigated with no minimum size (exempted).
• The ACO questioned several definitions. What does physical conversion mean and what is the definition of protected soils?
• The ACO questioned whether a 5-mile radius of the City to find comparable mitigation land was too restrictive. This may be too restrictive of an area to find conservation land.

As discussed ahead in the REVIEW AND ANALYSIS, the City of Gonzales’s new Ordinance 12.150 engages these matters.

County Housing and Community Development Department (HCD) • HCD concurs with the Agricultural Commissioner’s Office’s comments on the City’s Draft Ag Mitigation Ordinance.

As discussed ahead in the REVIEW AND ANALYSIS, the City of Gonzales’s new Ordinance 12.150 engages these matters.

Development Interests (Pembrook Development - Received 03/22/2023) Suggested language adjustments, inclusions or deletions from Pembrook Development include:
• Revising the first sentence of Section 11.150.040A to read “The City shall require agricultural mitigation as a condition of approval of any development project or discretionary land use approval that proposes conversion of prime agricultural land or agricultural land of statewide importance to a non-agricultural use, regardless of the land use designation or zoning applicable to the land.”
• Because alternative mitigation is permitted by the Ordinance, we recommend striking the last clause of Section 12.150.010H which suggests that all conversion will be mitigated by the acquisition of agricultural mitigation easements.
• Section 12.150.040B4 permits the payment of in-lieu fees as mitigation for the conversion of agricultural land. We recommend making two revisions to this Section. o First, we recommend revising the first sentence of this Section to read “A development project may pay a fee to the City in an amount equivalent to the cost to provide and maintain an agricultural mitigation easement equivalent to the amount of land converted by the development project, in perpetuity.” Adding this language not only creates consistency with the language used in Sections 12.150.040D4 and D5, but it avoids any question of the in-lieu fees being 1:1 mitigation.
o Second, and more importantly, the last sentence of this Section states that the “Fees inlieu will be collected by the City and used for city-sponsored programs in support of Packet Pg. 233
agriculture.” As we believe this alternative is likely to be used for most development, we want to make sure that the City is not challenged on what “city-sponsored programs in support of agriculture” the in-lieu fees will be used for. As you know, in King and Gardiner Farms, LLC, v. County of Kern et al., (2020) (45 Cal.App.5th 814), the Court concluded that open-ended measures that fail to commit to specific mitigation is not effective mitigation for a project's conversion of agricultural land. So as to avoid this result, we recommend that the following clause be added to the last sentence: “including without limitation the acquisition of agricultural mitigation easements.” I believe this is the City's intent for use of the in-lieu fees, at least at this time. If the City determines that other options exist which mitigate the impact on agriculture, it should create a written policy/program to implement the mitigation, so as to avoid the effect of the foregoing case.
• Section 12.150.040D2 exempts the obligation to mitigate land which is being converted for a public use. We request that the City consider inserting it into this list, agricultural buffers. • Section 12.150.060C states that the acreage of land acquired for an agricultural mitigation easement must consist of “the same acreage” of land converted. We recommend revising the acreage requirement to “not less than” the acreage of land converted. First, it may be extremely difficult to find the “exact same acreage” of agricultural mitigation easement land. Second, the City has provided for the collection of mitigation credits which will only happen if the acreage of agricultural mitigation easement land acquired is greater than that which is required. Given the goal is to create as many agricultural mitigation easements as possible, it does not make sense to reject an agricultural mitigation easement simply because the total acreage is more than required to mitigate the land being converted.
• Section 12.150.080 presently requires that all mitigation proposed by an applicant be reviewed and approved by the Planning Commission and the City Council. We recommend that Subsection 12.150.080A be revised to exempt the payment of in-lieu fees and Subsection

12.150.080C be revised to reflect issuance by the City of a letter stating that mitigation is complete as the result of payment of in-lieu fees. So that it is clear when mitigation is complete by the payment of in-lieu fees, we also recommend that the second sentence of Subsection

12.150.080D2 be revised to read “However, if the applicant purchases mitigation credits, pays an in-lieu fee, or elects to seek approval of an alternative mitigation option, mitigation shall be deemed complete when the City provides the applicant with a letter indicating that mitigation is complete.”
As discussed ahead in the REVIEW AND ANALYSIS, the City of Gonzales’s new Ordinance 12.150 engages these matters.

Concerned Citizen:

On Monday March 27, 2023, concerned citizen Mike Novo shared the below history, comments, and suggestions. Mr. Novo speaks from his present involvement with the Agricultural Land Trust of Monterey, as well as his many years of participation with the Monterey County Planning Department and professional interactions with the Agricultural Commissioner’s Office, farmers, property owners and citizens of the County.
• The City of Gonzales, while we were crafting the MOU between the County and the City, agreed that we should have a single ordinance draft for the Salinas Valley (County and Cities). The City actually was going to take the lead, but that never happened. The County’s ordinance is pretty far along and has significant input through public meetings, including the Ag Advisory Committee. The city should craft this ordinance to be consistent with all the others in the Salinas Valley and should participate in the County effort. They have yet to finalize a concept for annexations, so now is the time to work with them.
• Timing of mitigation should occur early. The cost should come off the balance sheet relating to the purchase from the landowner to the developer. The cost of ag mitigation should come off the land value, so less value for the landowner. If you push it off to later in the process, it will be on Packet Pg. 234
the books of the developer and drive up the cost of housing, which is the opposite of what everyone is trying to achieve.
• The City needs to keep in mind that the agricultural economy is what drives the County economy and, therefore, the City’s as well. The cities need to be very cognizant of preserving this economy, which provides jobs, related businesses, service, and retail businesses, etc. • The value/cost of the mitigation must be established in real time with the mitigation occurring. The value must be established by an appraiser who has experience in valuing agricultural easements (speculative value of ag land). And that appraisal must be done at the time the mitigation is occurring.
• CEQA requires all feasible mitigation. It is feasible to mitigate for farmland loss through conservation easements. That is proven over and over. Any funds used for non-agricultural preservation purposes, such as supporting education, should at most be a small proportion of the mitigation, and better would be supplemental to preserving ag land. • Mitigation ratios recommended by the Ag Advisory Committee is 2:1 for prime land. I support reducing that ratio to 1:1 for land that would form the urban edge of the city.

As discussed ahead in the REVIEW AND ANALYSIS, the City of Gonzales’s new Ordinance 12.150 engages these matters.

REVIEW AND ANALYSIS
The Analysis and Review section ahead has been organized according to the following conventions:
• Introduction To The Structure And Provisions Of The New Ordinance. • Response To Comments Received, with staff responses and suggestions. • The Environmental Determination.
• Anticipated Benefits of New Ordinance 12.150
Introduction To The Structure And Provisions Of The New Ordinance.

The draft ordinance is organized with recitals up front (often referred to as, “the Whereases”) that tell the foundation, reasoning and need for the new legislation. Following the recitals, the draft ordinance itself (new City Code) is introduced in a format very close to how it will appear in the municipal code, as below:

CHAPTER 12.150 AGRICULTURAL RESOURCE MITIGATION

12.150.010 - Purpose and Findings

12.150.020 - Title of Ordinance

12.150.030 - Definitions

12.150.040 - Mitigation Obligation

12.150.050 - Reserved

12.150.060 - Requirements for Agricultural Mitigation Easements

12.150.070 - Requirements for Qualified Entities

12.150.080 - Approval and Completion

12.150.090 - Miscellaneous
This draft agricultural resource mitigation ordinance (Attachment 2) represents the culmination of efforts anticipated in the City’s 2010 General Plan, the 2014 MOA with the County of Monterey, staff work, and the several year’s efforts of the City of Gonzales Agricultural Advisory Committee and Planning Commission. With respect to all parties and interests to date, several of the notable features of the ordinance are called out below. The draft ordinance:
• Defines relevant definitions used in the document.
• Describes when the ordinance comes into play for a development project. (Conversion of Land). • Describes what mitigation is available to implement. (Required Mitigation: 5 options) Packet Pg. 235
• Describes who is responsible for mitigation. (Development Project Applicants) • Describes exemptions (Very Low and Low-Income housing, Public Uses, and City Projects) • Describes how mitigation may be calculated, purchased in-lieu, or negotiated. • Describes the quality and character of appropriate mitigation and proximity to the City of Gonzales.
• Describes the qualifications to be an entity trusted with agricultural mitigation and monitoring. • Describes approval and completion of mitigation.

The Planning Commission has recommended the adoption of the attached Draft Ordinance (Attachment 2) in full. Staffs presentation to the City Council will review key components of the draft ordinance but not every page.

Response to Comments received.

Of the public comments as described above, these can be characterized by several recurring concerns and issues:
• Appraisals and the determination of value for Development Restrictions/ Agricultural Easements.
o The City will be developing an in-lieu fee calculation we can adopt that is indexed according to trade and trend norms and then proscribe a dollar figure when developers propose to impact protected agricultural lands with non-agricultural development. We intend for this “calculation determination” work to include a subcontracted specialist in agricultural appraisal. Such an In-lieu fee (Agricultural lands impact compensation) once determined will later be grouped with updates to the City’s Impact Fee schedule reviewed and approved biennially by City Council. Land areas set aside for exempted affordable housing types or public uses as described in the ordinance are not required to mitigate.
• Consistency with the County’s consideration of requiring 2-acre to 1-acre (2:1) ratio and 1.5- acre to 1-acre ratios for differing grades of protected agricultural lands. o Agricultural Mitigation ratios are already built into the 2014 MOA with the County of Monterey and agreed upon by both parties. There is no need to modify the proposed Agricultural Resource Mitigation Ordinance Section 12.150. • Agricultural Buffers.
o Agricultural buffers are already built into the 2010 City f Gonzales General Plan and there is no need to modify the proposed Agricultural Resource Mitigation Ordinance Section 12.150. New Developments under review, subject to the interface with existing and continued agricultural uses are required to demonstrate an agricultural buffer. Such buffer areas that continue agricultural uses and other described uses identified for public purposes in the ordinance will not be required to mitigate. • Prime Soils vs all agricultural lands.
o The request to clarify applicability to Prime Farmlands and Farmlands of Statewide Importance is noted. The City purposely broadened the applicability (and dropped the specificity of “Prime, etc.) to include all agricultural lands, to be unambiguous.

Additionally, within the City’s Sphere of Influence and anticipated growth boundaries, there really aren’t any marginal soils.
• How In-lieu fees are to be used by the City of Gonzales. o The new ordinance and the 2014 MOA speak to how the City can and will use fees in-lieu of development interests securing easements themselves. ▪ Per Section 12.150.040 B 4 of the draft new ordinance, in-lieu fees will be collected and deposited into the Agricultural Impact Mitigation Fund. Fees inlieu will be collected by the City and used for city-sponsored programs in support of agriculture.
▪ Per the 2014 MOA negotiated 10 years ago with the County:

Packet Pg. 236
□ Section 6.3.6 Any agricultural mitigation fees assessed and collected by the City pursuant to its Agricultural Land Conservation Program may, in the City's sole discretion and reasonably acceptable to the County, be applied to activities designed to preserve and promote agriculture and the agricultural industry in the Greater Gonzales Area, including but not limited to:
a. Scientific research for addressing agriculture's needs (e.g., food safety). Entities applying for research funding could include universities, colleges, research think tanks, nonprofits, industry/business, government, and schools;
b. Increased agricultural educational programs in the Gonzales Unified School District;
c. Purchase of permanent agricultural buffers to alleviate potential physical conflicts between existing or planned agricultural uses (either within or outside the UGB/SOI and urban land uses planned within the UGB/SOI;
d. Economic programs developed to expand markets for local agricultural products;
e. Programs promoting careers in agriculture;
f. Contributions to non-profit associations dedicated to agricultural education, promotion, or preservation.
g. Funds for the acquisition of agricultural easements outside the City UGB/SOI.
• Requested Edits to the Ordinance
o 12.150.010 H – Purpose and Findings.
▪ A comment was made by Pembrook Development (above) that this Purpose and Finding Statement #H. appears to suggest that all agricultural conversion will be mitigated by the acquisition of agricultural mitigation easements. They suggest striking the last sentence, “This Chapter mandates that mitigation.” ▪ Staff concurs because the ordinance is written with 5 options for development interests to choose from. Revised 12.150.010 H – Purpose and Findings would now read:
□ “To balance these competing public purposes, the City Council has determined that it is in the best interest of the people of the City to allow some conversion of agricultural land to proceed, but to also require that such conversion be accompanied by mitigation that provides increased protection for other, comparable agricultural land proximate to the City.” o 12.150.040 B 4 Pay a fee in-lieu of preserving agricultural land. ▪ A comment was made by Pembrook Development above that 12.150.040 B permits the payment of in-lieu fees as mitigation for the conversion of agricultural land equivalent to the cost to provide and maintain an agricultural easement in perpetuity. Pembrook suggests that this would negate the ability of the City to collect additional mitigation fees and credits to build the Mitigation Bank anticipated in the Ordinance. Pembrook suggests that two changes be made. Staff concurs that the City should be allowed and equipped to collect additional mitigation fees if offered and that final language in the ordinance should not be an impediment to such.
▪ Staff offers the following minor and non-consequential edits to now have Section

12.150.040 B 4 Pay a fee in-lieu of preserving agricultural land read:
□ “A development project may pay a fee to the City in an amount equivalent to the cost or greater to provide and maintain an agricultural mitigation easement in perpetuity.”
▪ Additionally, Pembrook’s concern that using fees to have the city secure Packet Pg. 237
agricultural easements should be clearly specified. Staff’s response is that such a use of City collected in lieu fees have already been specified and agreed to in the 2014 MOA as describe herein and above for:
□ c) Purchase of permanent agricultural buffers to alleviate potential physical conflicts between existing or planned agricultural uses (either within or outside the UGB/SOI and urban land uses planned within the UGB/SOI; and
□ g) Funds for the acquisition of agricultural easements outside the City UGB/SOI.
o 12.150.040 D 2 – Exemptions.
▪ A comment was made that Section 12.150.040 D2 describes that land which is being converted for a public use, as described, exempts the obligation to mitigate for those uses. The request is to consider inserting into this list, agricultural buffers.
▪ While staff sees merit in this consideration, and that agricultural buffers may include the public land uses described as exemptions for schools, parks trails, etc., not all agricultural buffer proposals that could be considered need to have such public purposes. Potentially a corporate yard, or street right of way, or some other land use convention that does not compromise the continued adjacent agricultural uses could be proposed.
▪ Staff believes adding “agricultural buffers” to these exemptions in 12.150.040 D2 may confuse matters for situations where a buffer stays in private hands and is not public. No change is recommended.
o 12.150.060 C REQUIREMENTS FOR AGRICULTURAL MITIGATION EASEMENTS.
▪ A request above was that, “Section 12.150.060C states that the acreage of land acquired for an agricultural mitigation easement must consist of “the same acreage” of land converted. We recommend revising the acreage requirement to “not less than” the acreage of land converted.”
▪ Staff concurs and support the following minor and non-consequential edits to now have Section 12.150.060 C read.
□ “C. Agricultural mitigation easements shall be comprised of the type and quality of soil comparable to the agricultural land converted and shall consist of a minimum of the same acreage of land converted and may include more.
o 12.150.080 A, C, and D - APPROVAL AND COMPLETION
▪ A request above was that Section 12.150.080 A, C, and D that presently requires that all mitigation proposed by an applicant be reviewed and approved by the Planning Commission and the City Council, be revised to exempt the payment of in-lieu fees and Subsection 12.150.080C be revised to reflect issuance by the City of a letter stating that mitigation is complete as the result of payment of in-lieu fees.
▪ Staff believes the present language in 12.150.080 A, C and D to be sufficient and does not recommend modification.
□ Agricultural Mitigation will be fleshed out with each tentative map proposed and such maps pass through both the Planning Commission and City Council.
□ Following a tentative map approval by the City Council, applicants are charged with completing mitigation and the conditions of approval necessary to satisfy a ministerial approval of a Final Map at the City Council.
□ When agricultural mitigation has been completed to the satisfaction of Packet Pg. 238
the City (staff now) through either of the 5 options or combinations thereof, the City will issue a letter indicating that mitigation is complete.

In looking forward to the Alternatives available to the City Council, the Council may 1) act to approve the Ordinance as recommended by the City of Gonzales Planning Commission (Attachment 2), or 2) may approve the minor and non-consequential clarifications and adjustments to the Ordinance that staff has presented responding to Public Comment and review (Attachment 3).

Should the Council wish to explore broader changes not considered by the Planning Commission, the Council may continue the item and return the draft Ordinance to the Planning Commission for them to engage broader policy or technical matters. Such an action may frustrate the City’s Specific Plan development interests and delay the processing of environmental review and could constrain conversations between Pembrook Development and potential builders.

The Environmental Determination.

Significant environmental consideration for impacts to Agricultural resources have transpired over the course of the City’s General Plan process in 2010, the negotiations with County in 2014 as embodied in the MOA and since. This ordinance is implemented at a programmatic level for impacts to agriculture, which have had CEQA review under the 2010 General Plan EIR, the 2014 MOA and the Sphere of Influence Amendment Environmental Addendum, and these documents are hereby incorporated and included by reference (Attachment 4). Furthermore, none of the exceptions under CEQA Guidelines Section 15300.2 are applicable to the proposed ordinance.

Additionally, the proposed Ordinance is exempt from the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines Section 15061(b)(3) on the grounds that it can be seen with certainty that the proposed Ordinance will not have a significant, adverse effect on the environment, and implements requirements already mandated by law. Supplementally, the city further finds and determines that the proposed Ordinance is also subject to a Class 8 Categorical Exemption per CEQA Guidelines Section 15308, as it consists of actions taken by the City as a regulatory agency, as authorized and mandated by State law (and the 2014 MOU), to assure the protection of the environment through enhanced requirements for the conversion of protected agricultural resources.

Anticipated Benefits of New Ordinance 12.150
❖ Passing the ordinance follows through on our commitment to Monterey County in our joint Memorandum of Understanding Agreement to ensure the landscape of the Salinas Valley continues to support agriculture through City-centered growth. ❖ Gonzales has taken a leadership role in becoming the first Salinas Valley jurisdiction to have its own local agricultural mitigation ordinance and is an active participant in Monterey County’s efforts to adopt a similar measure.
❖ Adoption of the ordinance codifies the City’s commitment to ensure agriculture remains our key economic driver, while allowing for much needed residential and commercial growth to occur in our City.
❖ The ordinance strengthens our commitment to Monterey County LAFCo that the City is in keeping with LAFCo policies to ensure the protection of farmland as we move forward on our annexation projects.
❖ The ordinance has been crafted with significant public participation and involvement, bringing together community stakeholders with important perspectives on the needs of the region. ❖ This step is a major commitment of the City of Gonzales to preserve and protect significant prime agricultural lands surrounding our community while ensuring the availability of the City to meet its State-mandated housing demands.
❖ This ordinance ensures that the City prioritizes the development of affordable housing in its future growth plans, including farmworker housing by exempting it from these requirements.

Packet Pg. 239
❖ Gonzales is the home of significant agricultural support facilities that provide many local jobs to our residents. Preservation of local agriculture will support our local businesses and improve our local economy.
❖ Our ordinance recognizes the valuable importance of the support infrastructure such as the cooler, processing and packaging facilities required to ensure the viability of the agriculture industry as a whole.
❖ Adoption of the ordinance will support local education efforts in Gonzales for agriculture programs, such as those addressed in Section 6.3.6 of the 2014 MOA with the County:
o Any agricultural mitigation fees assessed and collected by the City pursuant to its Agricultural Land Conservation Program may, in the City's sole discretion and reasonably acceptable to the County, be applied to activities designed to preserve and promote agriculture and the agricultural industry in the Greater Gonzales Area, including but not limited to:
▪ Scientific research for addressing agriculture's needs (e.g., food safety). Entities applying for research funding could include universities, colleges, research think tanks, nonprofits, industry/business, government, and schools; ▪ Increased agricultural educational programs in the Gonzales Unified School District;
▪ Purchase of permanent agricultural buffers to alleviate potential physical conflicts between existing or planned agricultural uses (either within or outside the UGB/SOI and urban land uses planned within the UGB/SOI; ▪ Economic programs developed to expand markets for local agricultural products; ▪ Programs promoting careers in agriculture;
▪ Contributions to non-profit associations dedicated to agricultural education, promotion, or preservation.
▪ Funds for the acquisition of agricultural easements outside the City UGB/SOI.

Explanation: Adoption of an Ordinance adding new Chapter 12.150 – Agricultural Resource Mitigation to Title 12 – Zoning Regulations, Part 5, Regulations Applying in All Districts, will facilitate the continued primacy of agricultural land uses in the City and region, while reducing financial impediments to providing affordable new housing in the City’s expected new incorporation areas.

Explanation: While this is an Ordinance about agricultural resource mitigation, and it does provide for such, the City is moving forward boldly by exempting those land areas to be laid out and constructed with Very Low Income Housing and Low Income Housing (30% of residential Unit counts in new maps) as well as exempting those areas to be configured for public uses in keeping with the City’s focus on health in all policies and providing new and necessary amenities for our citizens, old and new.

Packet Pg. 240
Explanation: Conventions of the 2014 MOA negotiated with the County of Monterey 10 years ago, and the conventions of New Ordinance 12.150 allow great flexibility in how the City may use in-lieu fees to implement an Agricultural Land Conservation Program for development of land within the City’s Urban Growth Boundary/Sphere of Influence.

ALTERNATIVES
The City Council may wish to:
1) Adopt the recommended Ordinance as forwarded by the Planning Commission, Attachment #2; or
2) Adopt the modified and enhanced Ordinance as improved through public comment and staff edits, Attachment #3; or
3) Should the Council wish to explore broader changes not considered by the Planning Commission, the Council may continue the item and return the draft Ordinance to the Planning Commission for them to engage in broader policy or technical matters.

BUDGET IMPACT
Staff will be requesting a small contract through the City Council to perform the agricultural appraisals necessary to establish an appropriate and indexed fee in-lieu of agricultural easement mitigation.

Once adopted and implemented and should a development interest wish to deposit/pay fees in lieu of securing actual and immediate agricultural easements on comparable property, the City will need to configure an Agricultural Impact Fund in keeping with General Plan Implementing Action COS 4.3.3, structured to purchase agricultural easements on lands shown on the Land Use Diagram as adjacent to but outside the General Plan Growth Area boundary. Such fund will also be the repository the City may draw from to further the activities designed to preserve and promote agriculture and the agricultural industry in the Greater Gonzales Area as described in the 2014 MOA with the County of Monterey

CONCLUSION
It is recommended that the City Council:
• Receive the staff report;
• Open the public hearing to receive and consider public comment; • Close the public hearing and;
• Introduce, waive reading and read by title only Ordinance No. 2023-136, An Ordinance of the City Council of the City of Gonzales adding new Chapter 12.150 – Agricultural Resource Mitigation to Title 12 – Zoning Regulations, Part 5, Regulations Applying in All Districts (Attachment 3).

Packet Pg. 241
Attachments:

1. 2014 MOA w/ the County of Monterey

2. Ordinance No. 2023-136 as recommended by Planning Commission

3. Ordinance No. 2023-136 as enhanced through public review and clarified

4. Hyperlinks for CEQA References

5. Proof of Publication
Packet Pg. 242

MEMORANDUM OF AGREEMENT BETWEEN

THE CITY OF GONZALES AND THE COUNTY OF MONTEREY REGARDING

WORKING COOPERATIVELY ON COMMON PLANNING, GROWTH AND

DEVELOPMENT ISSUES IN ORDER TO BE AS EFFECTIVE AS POSSIBLE IN THE

IMPLEMENTATION OF THEIR RESPECTIVE GENERAL PLANS
This Memorandum of Agreement, hereinafter referred to as ("Agreement"), is entered into on this 7th day of April 2014 (the "Effective Date") by and between the City of Gonzales, a Municipal Corporation hereinafter referred to as ("City"), and County of Monterey, a political subdivision of the State of California, hereinafter referred to as ("County"), and together hereinafter referred to as "the Parties".

RECITALS
WHEREAS, the Parties declare that it is in their mutual interest to work cooperatively on issues of planning, growth, and development in order to provide more certainty regarding the future direction, extent, and conditions of urban development, to reduce unnecessary conflicts and to reduce costs for future development including affordable housing, to provide for the long tenn protection of valuable agricultural lands, and to be as effective as possible in the implementation of their respective General Plans; and
WHEREAS, as an expression of the intent to work cooperatively on common issues pertaining to planning, growth and development, the Parties have prepared this Memorandum of Agreement ("Agreement"), which serves to fulfill the requirements of California Government Code Section 56425(b ), as an Agreement by and between the Paiiies regarding the expansion of the boundaries of the City's Sphere of Influence, ai1d the establishment of planning principles by both Parties to promote logical and orderly development for purposes of the City's application to the Monterey County Local Agency Formation Commission (LAFCO) to update its Sphere of Influence; and
WHEREAS, the Parties recognize, pursuant to California Government Code Section 56425( c) that this Agreement itself does not commit the Parties to any particular fonn or pattern of development, but rather, if LAFCO's final determination is consistent with this Agreement, then the Agreement would need to be considered for approval by both the City and County after noticed public hearing. Once the Agreement has been adopted by the Parties and their respective general plans reflect the Agreement, then any development approved by the County within the adopted sphere shall be consistent with the terms of the Agreement; and Final /04022014) 1
ATTACHMENT 1
Packet Pg. 243 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 244 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 245 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 246 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 247 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 248 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 249 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 250 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 251 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 252 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 253 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 254 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 255 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 256 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 257 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 1
Packet Pg. 258 Attachment: 2014 MOA w/ the County of Monterey (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) P age | 1
ORDINANCE NO. 2023-136

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GONZALES ADDING NEW CHAPTER 12.150 - AGRICULTURAL RESOURCE MITIGATION TO TITLE 12 – ZONING REGULATIONS, PART 5, REGULATIONS APPLYING IN ALL

DISTRICTS
WHEREAS, agriculture is a crucial component of the City’s economy and cultural heritage, and the use provides numerous jobs for residents and substantial tax revenue for the City; and
WHEREAS, loss of agricultural land will result in loss of jobs and tax revenue for the City as well as impact the City’s invaluable contribution to the region, state, and national agricultural economy; and
WHEREAS, the City therefore desires to require that developers proposing to convert agricultural land to other uses must mitigate the loss of agricultural land through various means, including but not limited to the provision of permanent agricultural mitigation easements either on or offsite, the purchase of mitigation credits, and payment of in-lieu fees; and WHEREAS, the City has the inherent police power to regulate the use of land to protect the public health, safety, and welfare of its residents pursuant to Article XI, section 7 of the Constitution of the State of California; and
WHEREAS, adoption of this Ordinance No. 2023-XX enacting new Chapter 12.150 is implementation at a programmatic level for impacts to agriculture, which have been subject to CEQA review under the 2010 General Plan EIR process, and its Statement of Override, the 2014 MOA with the County of Monterey regarding a Sphere of Influence Amendment that included an Addendum to the 2010 General Plan EIR, and these documents are hereby incorporated and included by reference. Furthermore, none of the exceptions under CEQA Guidelines Section 15300.2 are applicable to the proposed ordinance.

WHEREAS, adoption of this Ordinance No. 2023-XX enacting new Chapter 12.150 is also exempt from the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines Section 15061(b)(3) on the grounds that it can be seen with certainty that the proposed Ordinance will not have a significant, adverse effect on the environment, and supplementally the proposed Ordinance is also subject to a Class 8 Categorical Exemption per CEQA Guidelines Section 15308, as it consists of actions taken by the City as a regulatory agency, as authorized and mandated by State law (and the 2014 MOA), to assure the protection of the environment through enhanced requirements for the conversion of protected agricultural resources.

ATTACHMENT 2
Packet Pg. 259 Attachment: Ordinance No. 2023-136 as recommended by Planning Commission (2668 : Introduction - Ordinance No.2023-136 Agricultural Page | 2
NOW, BE IT ORDAINED by the City Council of the City of Gonzales, as follows:

SECTION 1: The foregoing findings are true and correct and are incorporated herein.

SECTION 2: This Ordinance No. 2023-XX shall take effect and be in force 30 days from the date of its passage, and before the expiration of 15 days after its passage, it or a summary of it shall be published in a newspaper of general circulation.

SECTION 3: New Chapter 12.150 -Agricultural Resource Mitigation shall be added to the Gonzales City Municipal Code Title 12- Zoning Regulations as follows:

CHAPTER 12.150 AGRICULTURAL RESOURCE MITIGATION

12.150.010 - Purpose and Findings

12.150.020 - Title of Ordinance

12.150.030 - Definitions

12.150.040 - Mitigation Obligation

12.150.050 - Reserved

12.150.060 - Requirements for Agricultural Mitigation Easements

12.150.070 - Requirements for Qualified Entities

12.150.080 - Approval and Completion

12.150.090 - Miscellaneous

12.150.010 PURPOSE AND FINDINGS.

A. This chapter is adopted under the City’s police power to regulate the use of land to protect and promote the public health, safety, and welfare of its residents, as recognized by Article XI, Section 7 of the California Constitution.

B. Agriculture is a crucial component of the City’s economy and cultural heritage.

Agriculture provides numerous jobs for City residents and substantial tax revenue for the City.

C. Agricultural lands within and adjacent to the City contribute to our national food security and are an essential foundation of the City’s agricultural economy.

D. Most of the non-urbanized soils within the Gonzales Planning Area are classified as "prime" based on the State Department of Conservation's Important Farmlands Inventory and as "Class I" or "Class II" based on the SCS Land Capability System. These classifications are based on a variety of factors, such as drainage, salinity, slope, thickness, permeability, and susceptibility to erosion. Those local soils not classified as prime are classified as "soils of statewide significance." In Gonzales, the yields per acre are comparable on both the prime soils and the soils of statewide significance. (City of Gonzales General Plan Conservation and Open Space Section, January 2011) ATTACHMENT 2
Packet Pg. 260 Attachment: Ordinance No. 2023-136 as recommended by Planning Commission (2668 : Introduction - Ordinance No.2023-136 Agricultural Page | 3
E. Requiring agricultural conservation easements over an equal area of comparable agricultural land to compensate for those that are to be developed, provides protection for the stock of agricultural land.

F. New development also benefits from the conservation of agricultural land that supports the overall economy and culture of the City.

G. As the City must balance the need for agricultural land conservation with other public goals, prohibiting the conversion of agricultural land in some circumstances will not be in the best interest of the people of the City . An overriding consideration in balancing other public goals may include the City’s needs to facilitate housing, commercial, industrial, and infrastructure development, and habitat restoration.

H. To balance these competing public purposes, the City Council has determined that it is in the best interest of the people of the City to allow some conversion of agricultural land to proceed, but to also require that such conversion be accompanied by mitigation that provides increased protection for other, comparable agricultural land proximate to the City. This chapter mandates that mitigation.

I. Policy COS 4.2 of the City of Gonzales General Plan - Agricultural Easements, includes Implementing Action COS-4.2.1. Require new development to contribute to the cost of purchase of permanent agricultural easements beyond the permanent agricultural edges identified in the Land Use Diagram.

J. Policy COS 4.3 of the City of Gonzales General Plan – No Urbanization Outside of Growth Area, includes Implementing Action COS-4.3.3 – Agricultural Impact Fund.

Establish an agricultural impact mitigation fund structured to purchase agricultural easements on lands shown on the Land Use Diagram as adjacent to but outside the General Plan Growth Area boundary.

K. In some circumstances, it may be appropriate to implement a method of mitigation other than directly obtaining agricultural conservation easements over comparable agricultural land or paying in-lieu fees, if the alternative method of mitigation would provide a comparable mitigation benefit. This chapter accordingly provides development applicants alternatives.

L. This chapter is further intended to foster coordination and cooperation by the City with the County of Monterey as embodied in the March 25, 2014 Memorandum of Agreement (2014 MOA) that requires that these two entities to work cooperatively on common planning, growth, and development issues in the City .

M. The 2014 MOA was signed by both parties and demonstrates basic agreements with the County regarding future planning, growth and development issues in and around the City.

ATTACHMENT 2
Packet Pg. 261 Attachment: Ordinance No. 2023-136 as recommended by Planning Commission (2668 : Introduction - Ordinance No.2023-136 Agricultural Page | 4
N. The 2014 MOA demonstrated agreement along eight (8) major principles in several sections, including Section 6 - Agricultural Land Conservation Program.

O. In Section 6 Agricultural Land Conservation Program of the 2014 MOA, the City agreed to implement an Agricultural Land Conservation Program for development of land within the City’s Urban Growth Boundary/Sphere of Influence (UGB/SOI).

P. This Chapter satisfies components of the City’s Agricultural Land Conservation Program.

12.150.020 TITLE OF ORDINANCE.

This chapter shall be entitled “Chapter 12.150 Agricultural Resource Mitigation.” References herein to “ordinance” shall refer to this chapter.

12.150.030 DEFINITIONS.

A. Development Project or Discretionary Land Use Approval means any project requiring a discretionary land use permit from the City including but not limited to a subdivision, conditional use permit, design review permit, or sign permit.

B. Permanent Agricultural Edge means the area depicted in the Gonzales 2010 General Plan at page II-47 which the City intends to permanently protect for agricultural use.

C. Agricultural Mitigation Easement. A perpetual easement or servitude, comparable to a conservation easement, as provided for in sections 815 to 816 of the Civil Code, or an open space easement, provided for in sections 51070 to 51097 of the Government Code, limiting the use of the encumbered land to agricultural and accessory uses, which easement or servitude is used to satisfy the mitigation obligation imposed by this chapter.

D. Agricultural Land. Land that is either currently in agricultural use or substantially undeveloped and capable of agricultural use.

E. Agricultural Use. Use of land to produce and process food, fiber, or livestock for commercial purposes. For purposes of this chapter, farm worker housing is considered an agricultural use in keeping with state law.

F. Conversion means conversion of agricultural land to a non-agricultural use. Conversion includes but is not limited to: “rough” and formal grading for development for nonagricultural uses including the installation of roads anticipated for new development, the installation of utility structures and conveyances, the preparation of building pads and supporting infrastructure systems, and the removal of soil cover or the contamination of those soils. Conversion to a non-agricultural use includes those activities and uses that will result in the physical inability to farm the protected soils of the property.

ATTACHMENT 2
Packet Pg. 262 Attachment: Ordinance No. 2023-136 as recommended by Planning Commission (2668 : Introduction - Ordinance No.2023-136 Agricultural Page | 5
G. Qualified entity. An entity qualified to hold agricultural conservation easements in compliance with this chapter, including but not limited to an agricultural land trust, which entity has been approved by the City Council concurrently with approval of a development project’s agricultural mitigation required by this Chapter or which has been approved by the City Council for a different development project in the past five years.

A qualified entity must demonstrate sufficient background and experience in holding and maintaining agricultural or other conservation easements.

12.150.040 MITIGATION OBLIGATION
A. Conversion of land requiring mitigation.

The City shall require agricultural mitigation as a condition of approval of any development project or discretionary land use approval that proposes conversion of agricultural land to a non-agricultural use, regardless of the land use designation or zoning applicable to the land.

Temporary uses of agricultural land. The need for agricultural mitigation for temporary uses of agricultural land will be considered by the City of Gonzales on a case by case basis. Such uses may include the parking of vehicles, trailers, equipment, baker tanks, rigs, and other accessory activities in general support of farming practices, or special events as may be approved by the City. In determining the need for mitigation, the City will consider whether the proposed temporary use allows for the timely, purposeful and deliberate return of the property to its farmland utility.

B. Required Mitigation.

Where agricultural mitigation is required pursuant to subsections A and B above, the following mitigations shall be available to a project applicant, subject to final approval by the City:

1. Offer on-site Agricultural Mitigation Easements. Agricultural Mitigation Easements may be offered on the development project site consistent with the requirements of section 12.150.060 below.

2. Purchase and/or otherwise provide Agricultural Mitigation Easements offsite. Agricultural Mitigation Easements may be offered at a location other than the development project site consistent with the requirements of section

12.150.060 below.

3. Purchase agricultural banked mitigation credits. A development project can purchase agricultural mitigation credits from a qualified entity or the City, if available. Purchased credits must ensure that the amount of land preserved via the credit (in acres) is equivalent to the amount of land converted by the development project.

ATTACHMENT 2
Packet Pg. 263 Attachment: Ordinance No. 2023-136 as recommended by Planning Commission (2668 : Introduction - Ordinance No.2023-136 Agricultural Page | 6

4. Pay a fee in-lieu of preserving agricultural land. D This amount shall be verified through appropriate independent City appraisal funded by the development project. In-lieu fees for agricultural mitigation will be updated with other City Impact Fees and schedules and kept current on a regular basis by the City. In lieu fees will be collected and deposited into the Agricultural Impact Mitigation Fund. Fees in-lieu will be collected by the City and used for citysponsored programs in support of agriculture.

5. Implement another approach as approved by the City. A development project may propose another approach to be approved by the City Council, or combination of the above options, that:
i. Results in the preservation of the same acreage of agricultural land that is converted which is proximate to the City of Gonzales, or ii. Includes agricultural mitigation easements in the Permanent Agricultural Edge.

C. Development Projects Responsible for Compliance.

Development project applicants must comply with this Chapter. It is the development project’s responsibility to secure agricultural mitigation pursuant to this Chapter, and/or to pay fees in-lieu that satisfy the requirements of this Chapter.

Nothing in this chapter shall be construed to compel a development project to convey to the City or to a qualified entity an agricultural conservation easement on property owned by the applicant.

D. Exemptions.

1. Affordable Housing. The City Council shall exempt from the requirements to mitigate the conversion of prime farmland those specific land areas reserved to house persons of Very-Low Income (< 50% of AMI) and Low Income (50-80% of AMI).

2. Land converted for public uses. Agricultural land converted for the following public uses are exempt from the mitigation obligation imposed by this chapter:
schools, public parks or public recreational facilities, permanent natural open space, trails and developed open spaces that are open to the public. (Fenced detention or retention basins are not exempt).

3. City projects. City projects and City-initiated zoning and/or General Plan amendments are exempt from the mitigation obligation imposed by this chapter.

E. Excess mitigation and credits.

ATTACHMENT 2
Packet Pg. 264 Attachment: Ordinance No. 2023-136 as recommended by Planning Commission (2668 : Introduction - Ordinance No.2023-136 Agricultural Page | 7

1. At its sole option, an applicant may choose to arrange for the imposition of an agricultural conservation easement on a larger area of land than the area of land proposed for conversion and thereby generate a mitigation credit equal to the excess net acreage encumbered with the easement.

2. Any excess area encumbered with the agricultural conservation easement shall fully comply with all requirements of this chapter and shall be comparable to the land proposed for conversion to the same degree as the portion of the land offered to satisfy the mitigation obligation in sections 12.150.040(A) and (B).

3. Mitigation credits created under this section 12.150.040(F) may be conveyed and used as provided in section 12.150.040(C)(3).

4. The City’s Community Development Director shall maintain a ledger indicating the amount of credits created under this section, the holder of those credits, the administrative fees paid by the creator of the credits attributable to the mitigation land covered by the credits, and any subsequent transactions involving those credits.

12.150.050 - RESERVED.

12.150.060 - REQUIREMENTS FOR AGRICULTURAL MITIGATION EASEMENTS A. Agricultural mitigation easements shall be held in perpetuity by a qualified entity, as defined in this chapter.

B. Per the 2014 MOA with the County of Monterey, priority areas for the establishment of agricultural mitigation easements to perfect the Permanent Agricultural Edge, including those eight (8) properties depicted in the Gonzales 2010 General Plan at page II-47.

C. Agricultural mitigation easements shall be comprised of the type and quality of soil comparable to the agricultural land converted and shall consist of the same acreage of land converted.

D. The City shall not approve proposed agricultural mitigation easements unless it finds that the easements comply with each of the following requirements:

1. Location. Either:
a. The agricultural mitigation easement is located within the Planning Area of the City as shown in Land Use maps of the City’s General Plan as may be amended from time to time; or
ATTACHMENT 2
Packet Pg. 265 Attachment: Ordinance No. 2023-136 as recommended by Planning Commission (2668 : Introduction - Ordinance No.2023-136 Agricultural Page | 8
b. The agricultural mitigation easement is within five (5) miles of the City’s boundary, and the applicant has demonstrated that the mitigation land contributes to the City’s agricultural economy.

2. Existing interests and encumbrances. The agricultural mitigation easement is not already subject to an encumbrance or interest that would legally or practicably prevent converting the land, in whole or in part, to a nonagricultural use, such as a conservation easement, open space easement, flowage easement, avigation easement, long term agricultural lease, profit, or an interest in the subsurface estate that would preclude development of the surface estate. A contract entered pursuant to the Land Conservation Act, Government Code section 51200 et seq (Williamson Act) shall not constitute an encumbrance for purposes of this section.

3. Public ownership. The mitigation land is not owned by any public agency.

4. Activity Specified. The type of agricultural related activity allowed on the agricultural mitigation easement is specified in the easement, and the easement prohibits land uses or activities that substantially impair or diminish the agricultural productive capacity of the land.

5. Declaration of Mitigation Intent. The agricultural mitigation easement declares that it is intended to satisfy the mitigation obligation imposed by this chapter and that it is subject to the requirements set forth in this chapter.

6. Runs with the land. The agricultural mitigation easement must run with the land and bind successor owners of the land in perpetuity. The agricultural mitigation easement must also provide that if the qualified entity holding the easement ceases to exist, ownership of the easement shall pass to another qualified entity, or if no other qualified entity is available, to the City.

E. Amendments to Agricultural Mitigation Easements. After the City has approved an agricultural mitigation easement, the easement shall not be amended without further approval by the City Council and compliance with any approval requirements imposed by the Attorney General of the State of California for the amendment.

F. Extinguishment. If a court issues a judgment declaring that the purposes of this chapter can no longer be fulfilled by enforcement of an agricultural mitigation easement, the qualified entity holding that easement may extinguish the easement by selling it to the fee owner of the mitigation land, if (a) the action was contested, and the judgment was not entered pursuant to stipulation, or (b) the City of Gonzales was a party to the action and stipulated to the judgment. In the event of such a sale, the qualified entity shall use the proceeds of sale to acquire an agricultural conservation easement or other mitigation land in compliance with this chapter.

12.150.070 - REQUIREMENTS FOR QUALIFIED ENTITIES
ATTACHMENT 2
Packet Pg. 266 Attachment: Ordinance No. 2023-136 as recommended by Planning Commission (2668 : Introduction - Ordinance No.2023-136 Agricultural Page | 9
A. To be considered a qualified entity, an entity must (a) be a nonprofit public benefit corporation operating within the County of Monterey that is qualified to hold conservation easements under section 815.3 of the Civil Code and in compliance with the requirements of section 65965 et seq. of the Government Code, and (b) be approved by the City for the purpose of holding and managing agricultural conservation easements.

A. Approval criteria. In considering whether to approve an entity as a qualified entity, the City shall consider the following criteria:

1. Whether the entity’s principal purpose includes holding and administering easements for the purposes of conserving and maintaining lands in agricultural production; and

2. Whether the entity has an established record of holding and administering easements for the purposes of conserving and maintaining lands in agricultural production; and

3. The extent and duration of the entity’s involvement in agricultural land conservation within the County of Monterey; and

4. Whether the entity has been accredited by the Land Trust Accreditation Commission; and

5. Whether the entity is a member in good standing of an established and widely recognized California statewide association of land trusts.

ATTACHMENT 2
Packet Pg. 267 Attachment: Ordinance No. 2023-136 as recommended by Planning Commission (2668 : Introduction - Ordinance No.2023-136 Agricultural Page | 10
B. Although the City may hold agricultural conservation easements, it is the intent of the City to transfer most, if not all, of the easementsthat are received under this chapter to a qualified entity for monitoring, management, and enforcement.

C. No qualified entity shall sell, lease, hypothecate, or encumber any interest in any agricultural mitigation easement within the Sphere of Influence of the City without the prior approval of the City Council.

D. Termination of qualified entity. If a qualified entity intends or reasonably expects to cease operations, it shall assign any agricultural conservation easements it holds to another qualified entity or to the City.

E. Monitoring and enforcement. The qualified entity shall monitor the use of all mitigation land subject to agricultural conservation easements held by the entity and enforce compliance with the terms of those agricultural conservation easements.

F. Reporting. On or before December 31 of each year after a qualified entity is approved by the City Council, the entity shall provide to the City of Gonzales Community Development Director an annual report describing the activities undertaken by the entity under this chapter. That report shall describe the status of the mitigation land and/or agricultural conservation easements held by the entity, including a summary of all action taken to enforce its agricultural conservation easements, and an accounting of the use of administrative and in-lieu fees remitted to it by the City.

12.150.080 APPROVAL AND COMPLETION
A. All mitigation proposed by an applicant to comply with this chapter shall be reviewed by the Planning Commission for consistency with the terms and purposes of this chapter. The Planning Commission shall recommend approval, conditional approval, or disapproval to the City Council. The Planning Commission shall not recommend approval of the proposed mitigation unless it finds that mitigation to be consistent with the requirements for mitigation land and agricultural conservation easements set forth in 12.150.060.

B. The City Council shall consider the Planning Commission’s recommendation and shall either approve, conditionally approve, or disapprove the proposed mitigation.

C. The City shall not issue any permit or other approval for any project involving a conversion subject to the mitigation obligation under this chapter unless the City Council has previously approved the proposed mitigation in compliance with this chapter.

D. Completion of mitigation.

1. The applicant for conversion must complete all required mitigation prior to initiating any activity resulting in interference with agricultural practices on the property subject to conversion. The City shall not issue any building, grading, or encroachment permits until mitigation has been completed.

ATTACHMENT 2
Packet Pg. 268 Attachment: Ordinance No. 2023-136 as recommended by Planning Commission (2668 : Introduction - Ordinance No.2023-136 Agricultural Page | 11

2. Mitigation shall be deemed complete when the approved agricultural mitigation easement has been recorded and the applicant has paid the required administrative fee. However, if the applicant elects to seek approval of an alternative mitigation option, mitigation shall be deemed complete when the City provides the applicant with a letter indicating that mitigation is complete.

12.150.090 MISCELLANEOUS
A. The provisions of this chapter shall not be applicable to the extent, but only to the extent, that their application would violate the constitution or laws of the United States or of the State of California. The City shall apply the chapter to avoid such unconstitutionality or illegality.

B. If any portion of this chapter is held to be unconstitutional, such a decision shall not affect the validity of the remaining portions of the chapter. The City Council declares that it would have enacted this chapter and each section, subsection, paragraph, sentence, clause, or phrase thereof even if a portion of the chapter were declared unconstitutional.

C. Nothing in this chapter shall be construed to abridge or narrow the City’s police power.

The City retains its full power and discretion to deny a proposed conversion on the basis that the proposed conversion is inconsistent with the public health, safety, or welfare because of the loss of agricultural land or otherwise.

SECTION 4: Adoption of this Ordinance No. 2023-XX enacting new Chapter 12.150 is exempt from the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines Section 15061(b)(3) on the grounds that it can be seen with certainty that the proposed Ordinance will not have a significant, adverse effect on the environment, and supplementally the proposed Ordinance is also subject to a Class 8 Categorical Exemption per CEQA Guidelines Section 15308, as it consists of actions taken by the City as a regulatory agency, as authorized and mandated by State law (and the 2014 MOA), to assure the protection of the environment through enhanced requirements for the conversion of protected agricultural resources.

SECTION 5: Sections 1, 2, 4, and 5 of this Ordinance No. 2023-136 shall not be codified in the Gonzales Municipal Code. Section 3 shall be codified.

Passed, approved, and adopted by the City Council of the City of Gonzales on this _____ day of _____________ by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
_______________________________
ATTACHMENT 2
Packet Pg. 269 Attachment: Ordinance No. 2023-136 as recommended by Planning Commission (2668 : Introduction - Ordinance No.2023-136 Agricultural Page | 12
Jose L. Rios, The Honorable Mayor
ATTEST:
________________________________
Mary Villegas, Deputy City Clerck
ATTACHMENT 2
Packet Pg. 270 Attachment: Ordinance No. 2023-136 as recommended by Planning Commission (2668 : Introduction - Ordinance No.2023-136 Agricultural Page | 13
ATTACHMENT 2
Packet Pg. 271 Attachment: Ordinance No. 2023-136 as recommended by Planning Commission (2668 : Introduction - Ordinance No.2023-136 Agricultural File name:

P age | 1
ORDINANCE NO. 2023-136

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GONZALES ADDING NEW CHAPTER 12.150 - AGRICULTURAL RESOURCE MITIGATION TO TITLE 12 – ZONING REGULATIONS, PART 5

REGULATIONS APPLYING IN ALL DISTRICTS
WHEREAS, agriculture is a crucial component of the City’s economy and cultural heritage, and the use provides numerous jobs for residents and substantial tax revenue for the City; and
WHEREAS, loss of agricultural land will result in loss of jobs and tax revenue for the City as well as impact the City’s invaluable contribution to the region, state, and national agricultural economy; and
WHEREAS, the City therefore desires to require that developers proposing to convert agricultural land to other uses must mitigate the loss of agricultural land through various means, including but not limited to the provision of permanent agricultural mitigation easements either on or offsite, the purchase of mitigation credits, and payment of in-lieu fees; and WHEREAS, the City has the inherent police power to regulate the use of land to protect the public health, safety, and welfare of its residents pursuant to Article XI, section 7 of the Constitution of the State of California; and
WHEREAS, adoption of this Ordinance No. 2023-XX enacting new Chapter 12.150 is implementation at a programmatic level for impacts to agriculture, which have been subject to CEQA review under the 2010 General Plan EIR process, and its Statement of Override, the 2014 MOA with the County of Monterey regarding a Sphere of Influence Amendment that included an Addendum to the 2010 General Plan EIR, and these documents are hereby incorporated and included by reference. Furthermore, none of the exceptions under CEQA Guidelines Section 15300.2 are applicable to the proposed ordinance.

ATTACHMENT 3
Packet Pg. 272 Attachment: Ordinance No. 2023-136 as enhanced through public review and clarified (2668 : Introduction - Ordinance No.2023-136 Agricultural File name:

P age | 2
NOW, BE IT ORDAINED by the City Council of the City of Gonzales, as follows:

SECTION 1: The foregoing findings are true and correct and are incorporated herein.

SECTION 3: New Chapter 12.150 -Agricultural Resource Mitigation shall be added to the Gonzales City Municipal Code Title 12- Zoning Regulations as follows:

CHAPTER 12.150 AGRICULTURAL RESOURCE MITIGATION

12.150.010 - Purpose and Findings

12.150.020 - Title of Ordinance

12.150.030 - Definitions

12.150.040 - Mitigation Obligation

12.150.050 - Reserved

12.150.060 - Requirements for Agricultural Mitigation Easements

12.150.070 - Requirements for Qualified Entities

12.150.080 - Approval and Completion

12.150.090 - Miscellaneous

12.150.010 PURPOSE AND FINDINGS.

B. Agriculture is a crucial component of the City’s economy and cultural heritage.

Agriculture provides numerous jobs for City residents and substantial tax revenue for the City.

C. Agricultural lands within and adjacent to the City contribute to our national food security and are an essential foundation of the City’s agricultural economy.

D. Most of the non-urbanized soils within the Gonzales Planning Area are classified as "prime" based on the State Department of Conservation's Important Farmlands Inventory and as "Class I" or "Class II" based on the SCS Land Capability System. These classifications are based on a variety of factors, such as drainage, salinity, slope, thickness, permeability, and susceptibility to erosion. Those local soils not classified as prime are classified as "soils of statewide significance." In Gonzales, the yields per acre are comparable on both the prime soils and the soils of statewide significance. (City of Gonzales General Plan Conservation and Open Space Section, January 2011) ATTACHMENT 3
Packet Pg. 273 Attachment: Ordinance No. 2023-136 as enhanced through public review and clarified (2668 : Introduction - Ordinance No.2023-136 Agricultural File name:

Page | 3
E. Requiring agricultural conservation easements over an equal area of comparable agricultural land to compensate for those that are to be developed, provides protection for the stock of agricultural land.

F. New development also benefits from the conservation of agricultural land that supports the overall economy and culture of the City.

J. Policy COS 4.3 of the City of Gonzales General Plan – No Urbanization Outside of Growth Area, includes Implementing Action COS-4.3.3 – Agricultural Impact Fund.

Establish an agricultural impact mitigation fund structured to purchase agricultural easements on lands shown on the Land Use Diagram as adjacent to but outside the General Plan Growth Area boundary.

M. The 2014 MOA was signed by both parties and demonstrates basic agreements with the County regarding future planning, growth and development issues in and around the City.

ATTACHMENT 3
Packet Pg. 274 Attachment: Ordinance No. 2023-136 as enhanced through public review and clarified (2668 : Introduction - Ordinance No.2023-136 Agricultural File name:

P age | 4
N. The 2014 MOA demonstrated agreement along eight (8) major principles in several sections, including Section 6 - Agricultural Land Conservation Program.

P. This Chapter satisfies components of the City’s Agricultural Land Conservation Program.

12.150.020 TITLE OF ORDINANCE.

This chapter shall be entitled “Chapter 12.150 Agricultural Resource Mitigation.” References herein to “ordinance” shall refer to this chapter.

12.150.030 DEFINITIONS.

B. Permanent Agricultural Edge means the area depicted in the Gonzales 2010 General Plan at page II-47 which the City intends to permanently protect for agricultural use.

D. Agricultural Land. Land that is either currently in agricultural use or substantially undeveloped and capable of agricultural use.

ATTACHMENT 3
Packet Pg. 275 Attachment: Ordinance No. 2023-136 as enhanced through public review and clarified (2668 : Introduction - Ordinance No.2023-136 Agricultural File name:

Page | 5
G. Qualified entity. An entity qualified to hold agricultural conservation easements in compliance with this chapter, including but not limited to an agricultural land trust, which entity has been approved by the City Council concurrently with approval of a development project’s agricultural mitigation required by this Chapter or which has been approved by the City Council for a different development project in the past five years.

A qualified entity must demonstrate sufficient background and experience in holding and maintaining agricultural or other conservation easements.

12.150.040 MITIGATION OBLIGATION
A. Conversion of land requiring mitigation.

B. Required Mitigation.

Where agricultural mitigation is required pursuant to subsections A and B above, the following mitigations shall be available to a project applicant, subject to final approval by the City:

1. Offer on-site Agricultural Mitigation Easements. Agricultural Mitigation Easements may be offered on the development project site consistent with the requirements of section 12.150.060 below.

12.150.060 below.

ATTACHMENT 3
Packet Pg. 276 Attachment: Ordinance No. 2023-136 as enhanced through public review and clarified (2668 : Introduction - Ordinance No.2023-136 Agricultural File name:

P age | 6

C. Development Projects Responsible for Compliance.

Nothing in this chapter shall be construed to compel a development project to convey to the City or to a qualified entity an agricultural conservation easement on property owned by the applicant.

D. Exemptions.

3. City projects. City projects and City-initiated zoning and/or General Plan amendments are exempt from the mitigation obligation imposed by this chapter.

E. Excess mitigation and credits.

ATTACHMENT 3
Packet Pg. 277 Attachment: Ordinance No. 2023-136 as enhanced through public review and clarified (2668 : Introduction - Ordinance No.2023-136 Agricultural File name:

Page | 7

3. Mitigation credits created under this section 12.150.040(F) may be conveyed and used as provided in section 12.150.040(C)(3).

12.150.050 - RESERVED.

12.150.060 - REQUIREMENTS FOR AGRICULTURAL MITIGATION EASEMENTS A. Agricultural mitigation easements shall be held in perpetuity by a qualified entity, as defined in this chapter.

C. Agricultural mitigation easements shall be comprised of the type and quality of soil comparable to the agricultural land converted and shall consist of a minimum of the same acreage of land converted and may include more.

D. The City shall not approve proposed agricultural mitigation easements unless it finds that the easements comply with each of the following requirements:

Page | 8
b. The agricultural mitigation easement is within five (5) miles of the City’s boundary, and the applicant has demonstrated that the mitigation land contributes to the City’s agricultural economy.

3. Public ownership. The mitigation land is not owned by any public agency.

12.150.070 - REQUIREMENTS FOR QUALIFIED ENTITIES
ATTACHMENT 3
Packet Pg. 279 Attachment: Ordinance No. 2023-136 as enhanced through public review and clarified (2668 : Introduction - Ordinance No.2023-136 Agricultural File name:

Page | 9
A. To be considered a qualified entity, an entity must (a) be a nonprofit public benefit corporation operating within the County of Monterey that is qualified to hold conservation easements under section 815.3 of the Civil Code and in compliance with the requirements of section 65965 et seq. of the Government Code, and (b) be approved by the City for the purpose of holding and managing agricultural conservation easements.

A. Approval criteria. In considering whether to approve an entity as a qualified entity, the City shall consider the following criteria:

1. Whether the entity’s principal purpose includes holding and administering easements for the purposes of conserving and maintaining lands in agricultural production; and

2. Whether the entity has an established record of holding and administering easements for the purposes of conserving and maintaining lands in agricultural production; and

3. The extent and duration of the entity’s involvement in agricultural land conservation within the County of Monterey; and

4. Whether the entity has been accredited by the Land Trust Accreditation Commission; and

5. Whether the entity is a member in good standing of an established and widely recognized California statewide association of land trusts.

ATTACHMENT 3
Packet Pg. 280 Attachment: Ordinance No. 2023-136 as enhanced through public review and clarified (2668 : Introduction - Ordinance No.2023-136 Agricultural File name:

Page | 10
B. Although the City may hold agricultural conservation easements, it is the intent of the City to transfer most, if not all, of the easementsthat are received under this chapter to a qualified entity for monitoring, management, and enforcement.

B. The City Council shall consider the Planning Commission’s recommendation and shall either approve, conditionally approve, or disapprove the proposed mitigation.

D. Completion of mitigation.

ATTACHMENT 3
Packet Pg. 281 Attachment: Ordinance No. 2023-136 as enhanced through public review and clarified (2668 : Introduction - Ordinance No.2023-136 Agricultural File name:

Page | 11

B. If any portion of this chapter is held to be unconstitutional, such decision shall not affect the validity of the remaining portions of the chapter. The City Council declares that it would have enacted this chapter and each section, subsection, paragraph, sentence, clause, or phrase thereof even if a portion of the chapter were declared unconstitutional.

C. Nothing in this chapter shall be construed to abridge or narrow the City’s police power.

SECTION 5: Sections 1, 2, 4, and 5 of this Ordinance No. 2023-136 shall not be codified in the Gonzales Municipal Code. Section 3 shall be codified.

Passed, approved, and adopted by the City Council of the City of Gonzales on this _____ day of _____________ by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
_______________________________
ATTACHMENT 3
Packet Pg. 282 Attachment: Ordinance No. 2023-136 as enhanced through public review and clarified (2668 : Introduction - Ordinance No.2023-136 Agricultural File name:

Page | 12
Jose L. Rios, The Honorable Mayor
ATTEST:
________________________________
Mary Villegas, Deputy City Clerck
ATTACHMENT 3
Packet Pg. 283 Attachment: Ordinance No. 2023-136 as enhanced through public review and clarified (2668 : Introduction - Ordinance No.2023-136 Agricultural Hyperlinks Page for CEQA References:
2010 General Plan EIR, the 2014 MOA, and the Sphere of Influence Environmental Addendum Amendment,
General Plan5.88 MB
General Plan EIR Volume 116.98 MB
General Plan EIR Volume 2-Appendices9.69 MB
General Plan EIR Volume 3-Final EIR24.37 MB
General Plan EIR Mitigation Monitoring Program201.58 KB Memorandum of Agreement between the City of Gonzales and the County of Monterey regarding working cooperatively on common planning, growth, and development issues in order to be as effective as possible in the implementation of their respective general plans 8 FINAL MOA April 7
2014.pdf
CITY OF GONZALES EIR ADDENDUM TO THE GONZALES 2010 GENERAL PLAN ENVIRONMENTAL IMPACT REPORT (SCH #2009121017) SPHERE OF INFLUENCE

AMENDMENT/ GENERAL PLAN AMENDMENT
(Text Version)
Gonzales EIR Addendu
ATTACHMENT 4
Packet Pg. 284 Attachment: Hyperlinks for CEQA References (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation) ATTACHMENT 5
Packet Pg. 285 Attachment: Proof of Publication (2668 : Introduction - Ordinance No.2023-136 Agricultural Resource Mitigation)

Gonzales City CouncilApril 3, 2023

Gonzales City Council
April 3, 2023