Letter Agreement
1 Letter Agreement
Between and Among City of Santa Rosa
And
Cities of Rohnert Park, Petaluma, Sonoma, Cotati, Town of Windsor And
Marin Municipal Water District, North Marin Water District and Valley of the Moon Water District For
Funding Consulting Services for Preparation of the 2025 Urban Water Management Plan Water Demand Analysis and Water Conservation Measures Update
1. General
The City of Santa Rosa and other Parties to this Letter Agreement (Cities of Rohnert Park, Petaluma, Sonoma, Cotati, Town of Windsor and Marin Municipal Water, North Marin and Valley of the Moon Water Districts) cooperatively prepared the Scope of Work for Consulting Services for Preparation of the 2025 Urban Water Management Plan Water Demand Analysis and Water Conservation Measures Update. The City of Santa Rosa has agreed to contract with EKI Environment & Water, Inc. (“Consultant”) for this work. The Parties now desire to establish a cost sharing arrangement whereby the Parties will jointly fund the work administered by the City of Santa Rosa.
2. Agreement for Professional Services and Scope of Work The Agreement for Professional Services with Consultant for Preparation of the 2025 Urban Water Management Plan Water Demand Analysis and Water Conservation Measures Update (“Services Agreement”) including the collectively prepared Scope of Work Letter Agreement
2 is attached as Exhibit A to this Letter Agreement (“Scope of Work” or “Work”) and establishes the work to be undertaken by Consultant and administered by the City of Santa Rosa.
3. Cost Share
The Parties agree that the base cost of the W ork performed, and not including optional tasks or extra services, under the Services Agreement shall be shared fifty percent (50%) on an equal basis and fifty percent ( 50%) on a pro-rated basis based on the number of water service connections existing in each P arty’s service territory as of July 2024 (collectively “Cost Share”) . The Cost Share for each Party is shown on Exhibit B attached to this Letter Agreement and incorporated by this reference.
4. Cost for Increase Scope of Work
Any Party that requests that Consultant perform optional tasks or extra services will be solely responsible for paying for those additional services. No increased S cope of Work affecting all Parties shall be authorized under the Services Agreement without the prior written consent of all Parties to this Letter Agreement, and any cost for said increased Scope of Work shall be shared among the Parties in the same manner as described in Section 3 in this Letter Agreement.
5. Payment
Payment to the City of Santa Rosa by each Party pursuant to the Cost Share identified in Section 3 shall be made as follows:
1. Fifty p ercent (50%) of Cost Share made within thirty (30) days of receipt of an invoice from City of Santa Rosa subsequent to Consultant executing the Services Agreement.
Letter Agreement
3 2. Remainder payment within thirty (30) days upon receipt of invoice subsequent to Consultant completing the W ork (anticipated to be on January 2026) Payments shall be made payable to the City of Santa Rosa and mailed to Santa Rosa Water, Attn: Claire Nordlie at 69 Stony Circle, Santa Rosa, CA 95401.
6. Effective Date
The Parties agree to execute this Letter Agreement by December 2 , 2024, which shall be the effective date of this Letter Agreement (“Effective Date”). If all Parties have not executed this Letter Agreement by the Effective D ate, the Parties who have executed this Letter Agreement agree that the Cost Share will be recalculated among participating Parties as described in Section 3 and the Services Agreement will be amended to only include participating parties. No later than December 9, 2024, the City of Santa Rosa will notify Parties who have executed this Letter Agreement of the recalculated cost share in writing.
7. Lett er Agreement Authorization
This Letter Agreement constitutes the entire understanding and agreement of the Parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this Letter Agreement . This Letter Agreement may be signed in counterparts. By signing below, the Parties signify authorization to enter into this Letter Agreement.
Jennifer Burke
City of Santa Rosa
Date
Letter Agreement
4 Marcela Piedra
City of Rohnert Park
Date
Peggy Flynn
City of Petaluma
Date
David Guhin
City of Sonoma
Date
Damien O’Bid
City of Cotati
Date
Jon Davis
Town of Windsor
Date
Letter Agreement
5 Bennett Horenstein
Marin Municipal Water District
Date
Tony Williams
North Marin Water District
Date
Matt Fullner
Valley of the Moon Water District
Date
Attachments: Exhibit A – Professional Services Agreement with EKI Environment & Water, Inc.
Exhibit B – Cost Share