CITY OF SANTA ROSA PROFESSIONAL SERVICES AGREEMENT WITH SONOMA RESOURCE CONSERVATION DISTRICT AGREEMENT NUMBER _________ This "Agreement" is made as of this ____day of_______________, 2026 by and between the City of Santa Rosa, a municipal corporation ("City"), and Sonoma Resource Conservation District, a California government entity ("Consultant"). R E C I T A L S A. City desires to obtain professional technical service support for the implementation of the City’s Water Quality Trading Framework for the Laguna de Santa Rosa Watershed. B. City desires to retain a qualified firm to conduct the services described above in accordance with the Scope of Services as more particularly set forth in Exhibit A to the Agreement. C. Consultant represents to City that it is a firm composed of highly trained professionals and is fully qualified to conduct the services described above and render advice to City in connection with said services. D. The parties have negotiated upon the terms pursuant to which Consultant will provide such services and have reduced such terms to writing. AGREEMENT NOW, THEREFORE, City and Consultant agree as follows: 1. SCOPE OF SERVICES Consultant shall provide to City the services described in Exhibit A ("Scope of Services") Consultant shall provide these services at the time, place, and in the manner specified in Exhibit A. Exhibit A is attached hereto for the purpose of defining the manner and scope of services to be provided by Consultant and is not intended to, and shall not be construed so as to, modify or expand the terms, conditions or provisions contained in this Agreement. In the event of any conflict between this Agreement and any terms or conditions of any document prepared or provided by Consultant and made a part of this Agreement, including without limitation any document relating to the scope of services or payment therefor, the terms of this Agreement shall control and prevail. 2. COMPENSATION a. City shall pay Consultant for services rendered pursuant to this Agreement at the rates, times and in the manner set forth in Exhibit B. Consultant shall submit monthly statements to City which shall itemize the services performed as of the date of the statement and set forth a progress report,
including work accomplished during the period, percent of each task completed, and planned effort for the next period. Invoices shall identify personnel who have worked on the services provided, the number of hours each worked during the period covered by the invoice, the hourly rate for each person, and the percent of the total project completed, consistent with the rates and amounts shown in Exhibit B. b. The payments prescribed herein shall constitute all compensation to Consultant for all costs of services, including, but not limited to, direct costs of labor of employees engaged by Consultant, travel expenses, telephone charges, copying and reproduction, computer time, and any and all other costs, expenses and charges of Consultant, its agents and employees. In no event shall City be obligated to pay late fees or interest, whether or not such requirements are contained in Consultant’s invoice. c. Notwithstanding any other provision in this Agreement to the contrary, the total maximum compensation to be paid for the satisfactory accomplishment and completion of all services to be performed hereunder shall in no event exceed the sum of one-hundred thirty-two thousand, five hundred and fifty dollars and fifty cents ($132,550.50). The City’s Chief Financial Officer is authorized to pay all proper claims from Charge Number 86482. 3. DOCUMENTATION; RETENTION OF MATERIALS a. Consultant shall maintain adequate documentation to substantiate all charges as required under Section 2 of this Agreement. b. Consultant shall keep and maintain full and complete documentation and accounting records concerning all extra or special services performed by it that are compensable by other than an hourly or flat rate and shall make such documents and records available to authorized representatives of City for inspection at any reasonable time. c. Consultant shall maintain the records and any other records related to the performance of this Agreement and shall allow City access to such records during the performance of this Agreement and for a period of four (4) years after completion of all services hereunder. 4. INDEMNITY a. Consultant shall, to the fullest extent permitted by law, indemnify, protect, defend and hold harmless City, and its employees, officials and agents ("Indemnified Parties") from all claims, demands, costs or liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, interest, defense costs, and expert witness fees), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, employees, or agents, in said performance of professional services under this Agreement, excepting only liability arising from the sole negligence, active negligence or intentional misconduct of City. b. The existence or acceptance by City of any of the insurance policies or coverages described in this Agreement shall not affect or limit any of City’s rights under this Section 4, nor shall the limits of such insurance limit the liability of Consultant hereunder. This Section 4 shall not apply to any
intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of Section 17(b), below. The provisions of this Section 4 shall survive any expiration or termination of this Agreement. 5. INSURANCE a. Consultant shall maintain in full force and effect all of the insurance coverage described in, and in accordance with, Attachment One, "Insurance Requirements." Maintenance of the insurance coverage set forth in Attachment One is a material element of this Agreement and a material part of the consideration provided by Consultant in exchange for City’s agreement to make the payments prescribed hereunder. Failure by Consultant to (i) maintain or renew coverage, (ii) provide City notice of any changes, modifications, or reductions in coverage, or (iii) provide evidence of renewal, may be treated by City as a material breach of this Agreement by Consultant, whereupon City shall be entitled to all rights and remedies at law or in equity, including but not limited to immediate termination of this Agreement. Notwithstanding the foregoing, any failure by Consultant to maintain required insurance coverage shall not excuse or alleviate Consultant from any of its other duties or obligations under this Agreement. In the event Consultant, with approval of City pursuant to Section 6 below, retains or utilizes any subcontractors or subconsultants in the provision of any services to City under this Agreement, Consultant shall assure that any such subcontractor has first obtained, and shall maintain, all of the insurance coverages set forth in the Insurance Requirements in Attachment One. b. Consultant agrees that any available insurance proceeds broader than or in excess of the coverages set forth in the Insurance Requirements in Attachment One shall be available to the additional insureds identified therein. c. Consultant agrees that the insurance coverages and limits provided under this Agreement are the greater of: (i) the coverages and limits specified in Attachment One, or (ii) the broader coverages and maximum limits of coverage of any insurance policy or proceeds available to the name insureds. 6. ASSIGNMENT Consultant shall not assign any rights or duties under this Agreement to a third party without the express prior written consent of City, in City’s sole and absolute discretion. Consultant agrees that the City shall have the right to approve any and all subcontractors and subconsultants to be used by Consultant in the performance of this Agreement before Consultant contracts with or otherwise engages any such subcontractors or subconsultants. 7. NOTICES Except as otherwise provided in this Agreement, any notice, submittal or communication required or permitted to be served on a party, shall be in writing and may be served by personal delivery to the person or the office of the person identified below. Service may also be made by mail, by placing first-class postage, and addressed as indicated below, and depositing in the United States mail to:
City Representative: Heather Johnson Environmental Services Officer 4300 Llano Rd Santa Rosa, CA 95407 [email protected] (707) 543-3472 Consultant Representative: Ari DeMarco Project Manager 1221 Farmers Ln, Ste. F Santa Rosa, CA 95405 [email protected] (707) 540-8909 8. INDEPENDENT CONTRACTOR a. It is understood and agreed that Consultant (including Consultant’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Consultant nor Consultant’s assigned personnel shall be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Consultant under the provisions of this Agreement, and Consultant shall be issued a Form 1099 for its services hereunder. As an independent contractor, Consultant hereby agrees to indemnify and hold City harmless from any and all claims that may be made against City based upon any contention by any of Consultant’s employees or by any third party, including but not limited to any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and/or performance of any services under this Agreement. b. It is further understood and agreed by the parties hereto that Consultant, in the performance of Consultant’s obligations hereunder, is subject to the control and direction of City as to the designation of tasks to be performed and the results to be accomplished under this Agreement, but not as to the means, methods, or sequence used by Consultant for accomplishing such results. To the extent that Consultant obtains permission to, and does, use City facilities, space, equipment or support services in the performance of this Agreement, this use shall be at the Consultant’s sole discretion based on the Consultant’s determination that such use will promote Consultant’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Agreement, the City does not require that Consultant use City facilities, equipment or support services or work in City locations in the performance of this Agreement. c. If, in the performance of this Agreement, any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. Except as may be specifically provided elsewhere in this Agreement, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Consultant. It is further understood and agreed that Consultant shall issue W-2 or 1099 Forms for income and employment tax purposes, for all of Consultant’s assigned personnel and subcontractors.
d. The provisions of this Section 8 shall survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to create an exclusive relationship between City and Consultant. Consultant may represent, perform services for, or be employed by such additional persons or companies as Consultant sees fit. 9. ADDITIONAL SERVICES Changes to the Scope of Services shall be by written amendment to this Agreement and shall be paid on an hourly basis at the rates set forth in Exhibit B, or paid as otherwise agreed upon by the parties in writing prior to the provision of any such additional services. 10. SUCCESSORS AND ASSIGNS City and Consultant each binds itself, its partners, successors, legal representatives and assigns to the other party to this Agreement and to the partners, successors, legal representatives and assigns of such other party in respect of all promises and agreements contained herein. 11. TERM, SUSPENSION, TERMINATION a. This Agreement shall become effective on the date that it is made, set forth on the first page of the Agreement, and shall continue in effect until both parties have fully performed their respective obligations under this Agreement, unless sooner terminated as provided herein. b. City shall have the right at any time to temporarily suspend Consultant’s performance hereunder, in whole or in part, by giving a written notice of suspension to Consultant. If City gives such notice of suspension, Consultant shall immediately suspend its activities under this Agreement, as specified in such notice. c. City shall have the right to terminate this Agreement for convenience at any time by giving a written notice of termination to Consultant. Upon such termination, Consultant shall submit to City an itemized statement of services performed as of the date of termination in accordance with Section 2 of this Agreement. These services may include both completed work and work in progress at the time of termination. City shall pay Consultant for any services for which compensation is owed; provided, however, City shall not in any manner be liable for lost profits that might have been made by Consultant had the Agreement not been terminated or had Consultant completed the services required by this Agreement. Consultant shall promptly deliver to City all documents related to the performance of this Agreement in its possession or control. All such documents shall be the property of City without additional compensation to Consultant. 12. TIME OF PERFORMANCE The services described herein shall be provided during the period, or in accordance with the schedule, set forth in Exhibit A. Consultant shall complete all the required services and tasks and complete and tender all deliverables to the reasonable satisfaction of City, not later than September 30, 2029.
13. STANDARD OF PERFORMANCE Consultant shall perform all services performed under this Agreement in the manner and according to the standards currently observed by a competent practitioner of Consultant’s profession in California. All products of whatsoever nature that Consultant delivers to City shall be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Consultant’s profession, and shall be provided in accordance with any schedule of performance. Consultant shall assign only competent personnel to perform services under this Agreement. Consultant shall notify City in writing of any changes in Consultant’s staff assigned to perform the services under this Agreement prior to any such performance. In the event that City, at any time, desires the removal of any person assigned by Consultant to perform services under this Agreement, because City, in its sole discretion, determines that such person is not performing in accordance with the standards required herein, Consultant shall remove such person immediately upon receiving notice from City of the desire of City for the removal of such person. 14. CONFLICTS OF INTEREST Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City or that would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor, without the written consent of City. Consultant agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City at all times during the performance of this Agreement. 15. CONFLICT OF INTEREST REQUIREMENTS a. Generally. The City’s Conflict of Interest Code requires that individuals who qualify as "consultants" under the Political Reform Act, California Government Code sections 87200 et seq., comply with the conflict of interest provisions of the Political Reform Act and the City’s Conflict of Interest Code, which generally prohibit individuals from making or participating in the making of decisions that will have a material financial effect on their economic interests. The term "consultant" generally includes individuals who make governmental decisions or who serve in a staff capacity. b. Conflict of Interest Statements. The individual(s) who will provide services or perform work pursuant to this Agreement are "consultants" within the meaning of the Political Reform Act and the City’s Conflict of Interest Code: ____ yes __X_ no (check one) If "yes" is checked by the City, Consultant shall cause the following to occur within 30 days after execution of this Agreement: (1) Identify the individuals who will provide services or perform work under this Agreement as "consultants"; and
(2) Cause these individuals to file with the City Clerk the assuming office statements of economic interests required by the City’s Conflict of Interest Code. Thereafter, throughout the term of the Agreement, Consultant shall cause these individuals to file with the City Clerk annual statements of economic interests, and "leaving office" statements of economic interests, as required by the City’s Conflict of Interest Code. The above statements of economic interests are public records subject to public disclosure under the California Public Records Act. The City may withhold all or a portion of any payment due under this Agreement until all required statements are filed. 16. CONFIDENTIALITY OF CITY INFORMATION During performance of this Agreement, Consultant may gain access to and use City information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as "City Information") that are valuable, special and unique assets of the City. Consultant agrees to protect all City Information and treat it as strictly confidential, and further agrees that Consultant shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the prior written consent of City. In addition, Consultant shall comply with all City policies governing the use of the City network and technology systems. A violation by Consultant of this Section 16 shall be a material violation of this Agreement and shall justify legal and/or equitable relief. 17. CONSULTANT INFORMATION a. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Consultant pursuant to this Agreement. In this Agreement, the term "information" shall be construed to mean and include: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. Consultant shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City. b. Consultant shall fully defend, indemnify and hold harmless City, its officers and employees, and each and every one of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Consultant pursuant to this Agreement infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. City shall make reasonable efforts to notify Consultant not later than ten (10) days after City is served with any such claim, action, lawsuit or other proceeding, provided that City’s failure to provide such notice within such time period shall not relieve Consultant of its obligations hereunder, which shall survive any termination or expiration of this Agreement.
c. All proprietary and other information received from Consultant by City, whether received in connection with Consultant’s proposal, will be disclosed upon receipt of a request for disclosure, pursuant to the California Public Records Act; provided, however, that, if any information is set apart and clearly marked "trade secret" when it is provided to City, City shall give notice to Consultant of any request for the disclosure of such information. Consultant shall then have five (5) days from the date it receives such notice to enter into an agreement with the City, satisfactory to the City Attorney, providing for the defense of, and complete indemnification and reimbursement for all costs (including plaintiff’s attorneys’ fees) incurred by City in any legal action to compel the disclosure of such information under the California Public Records Act. Consultant shall have sole responsibility for defense of the actual "trade secret" designation of such information. d. The parties understand and agree that any failure by Consultant to respond to the notice provided by City and/or to enter into an agreement with City, in accordance with the provisions of subsection c, above, shall constitute a complete waiver by Consultant of any rights regarding the information designated "trade secret" by Consultant, and such information shall be disclosed by City pursuant to applicable procedures required by the Public Records Act. 18. MISCELLANEOUS a. Entire Agreement. This Agreement contains the entire agreement between the parties. Any and all verbal or written agreements made prior to the date of this Agreement are superseded by this Agreement and shall have no further effect. b. Modification. No modification or change to the terms of this Agreement will be binding on a party unless in writing and signed by an authorized representative of that party. c. Compliance with Laws. Consultant shall perform all services described herein in compliance with all applicable federal, state and local laws, rules, regulations, and ordinances, including but not limited to, (i) the Americans with Disabilities Act of 1990 (42 U.S.C. 12101, et seq.) ("ADA"), and any regulations and guidelines issued pursuant to the ADA; and (ii) Labor Code sections 1720, et seq., which require prevailing wages (in accordance with DIR determinations at www.dir.ca.gov) be paid to any employee performing work covered by Labor Code sections 1720 et seq. Consultant shall pay to the City when due all business taxes payable by Consultant under the provisions of Chapter 6-04 of the Santa Rosa City Code. The City may deduct any delinquent business taxes, and any penalties and interest added to the delinquent taxes, from its payments to Consultant. d. Discrimination Prohibited. With respect to the provision of services under this Agreement, Consultant agrees not to discriminate against any person because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of that person. e. Governing Law; Venue. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or
connected with this Agreement shall lie exclusively in the state trial court in Sonoma County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such court, and consent to service of process issued by such court. f. Waiver of Rights. Neither City acceptance of, or payment for, any service or performed by Consultant, nor any waiver by either party of any default, breach or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. g. Incorporation of Attachments and Exhibits. The attachments and exhibits to this Agreement are incorporated and made part of this Agreement, subject to terms and provisions herein contained. 19. AUTHORITY; SIGNATURES REQUIRED FOR CORPORATIONS Consultant hereby represents and warrants to City that it is (a) a duly organized and validly existing government entity formed and in good standing under the laws of the State of California (b) has the power and authority and the legal right to conduct the business in which it is currently engaged, and (c) has all requisite power and authority and the legal right to consummate the transactions contemplated in this Agreement. Consultant hereby further represents and warrants that this Agreement has been duly authorized, and when executed by the signatory or signatories listed below, shall constitute a valid agreement binding on Consultant in accordance with the terms hereof. If this Agreement is entered into by a corporation, it shall be signed by two corporate officers, one from each of the following two groups: a) the chairman of the board, president or any vice-president; b) the secretary, any assistant secretary, chief financial officer, or any assistant treasurer. The title of the corporate officer shall be listed under the signature. 20. COUNTERPARTS AND ELECTRONIC SIGNATURES This Agreement and future documents relating thereto may be executed in two or more counterparts, each of which will be deemed an original and all of which together constitute one Agreement. Counterparts and/or signatures delivered by facsimile, pdf or City-approved electronic means have the same force and effect as the use of a manual signature. Both City and Consultant wish to permit this Agreement and future documents relating thereto to be electronically signed in accordance with applicable federal and California law. Either Party to this Agreement may revoke its permission to use electronic signatures at any time for future documents by providing notice pursuant to the Agreement. The Parties agree that electronic signatures, by their respective signatories are intended to authenticate such signatures and to give rise to a valid, enforceable, and fully effective Agreement. The City reserves the right to reject any signature that cannot be positively verified by the City as an authentic electronic signature. Executed as of the day and year first above stated.
SONOMA RESOURCE CONSERVATION DISTRCT TYPE OF BUSINESS ENTITY (check one): _____ Individual/Sole Proprietor _____Partnership _____Corporation _____ Limited Liability Company __X__ Other (please specify: _Government_) Signatures of Authorized Persons: By: _____________________________ Print Name:_Christine Kuehn_________ Title: _Executive Director____________ By: _____________________________ Print Name:_______________________ Title: ____________________________ City of Santa Rosa Business Tax Cert. No. __________N/A_____________________ CITY OF SANTA ROSA a Municipal Corporation By:________________________________ Print Name:___Dan Galvin______________ Title:_Chair___________________________ APPROVED AS TO FORM: ____________________________ Office of the City Attorney ATTEST: ____________________________ Board of Public Utilities Secretary Attachments: Attachment One - Insurance Requirements Exhibit A - Scope of Services Exhibit B - Compensation Christine Kuehn (Aug 11, 2026 16:53:56 PDT)
Christine Kuehn
Attachment One to Professional Services Agreement
Form approved by the City Attorney 4-14-14
ATTACHMENT ONE
INSURANCE REQUIREMENTS FOR
PROFESSIONAL SERVICES AGREEMENTS
A. Insurance Policies: Consultant shall, at all times during the terms of this Agreement, maintain and keep in full force and effect, the following policies of insurance with minimum coverage as indicated below and issued by insurers with AM Best ratings of no less than A-:VI or otherwise acceptable to the City.
Insurance
Minimum
Coverage Limits
Additional Coverage Requirements
1. Commercial
general liability
$ 1 million per
occurrence
Coverage must be at least as broad as ISO CG
00 01 and must include completed operations
coverage. If insurance applies separately to a
project/location, aggregate may be equal to per
occurrence amount. Coverage may be met
by a combination of prima ry and umbrella
or excess insurance but umbrella and
excess shall provide coverage at least as
broad as specified for underlying coverage.
Coverage shall not exclude subsidence.
$ 2 million
aggregate
2. Business auto
coverage
$ 1 million ISO Form Number CA 00 01 covering any auto
(Code 1), or if Consultant has no owned autos,
hired, (Code 8) and non-owned autos (Code 9),
with limit no less than $ 1 million per accident
for bodily injury and property damage.
3. Professional liability
(E&O)
$ 1 million per
claim
Consultant shall provide on a policy form
appropriate to profession. If on a claims made
basis, Insurance must show coverage date
prior to start of work and it must be maintained
for three years after completion of work.
$ 1 million
aggregate
4. Workers’
compensation and
employer’s liability
$ 1 million As required by the State of California, with Statutory Limits and Employer’s Liability
Insurance with limit of no less than $ 1 million
per accident for bodily injury or disease . The
Workers’ Compensation policy shall be
endorsed with a waiver of subrogation in favor
of the City for all work performed by the
Consultant, its employees, agents and
subcontractors.
B. Endorsements:
1. All policies shall provide or be endorsed to provide that c overage shall not be canceled, except after prior written notice has been provided to the City in accordance with the policy provisions.
Attachment One to Professional Services Agreement
Form approved by the City Attorney 4-14-14
2. Liability, umbrella and excess policies shall provide or be endorsed to provide the following:
a. For any claims related to this project, Consultant’s insurance coverage shall be primary and any insurance or self -insurance maintained by City shall be excess of the Consultant’s insurance and shall not contribute with it; and,
b. The City of Santa Rosa, its off icers, agents, employees and volunteers are to be covered as additional insureds on the CGL policy. General liability coverage can be provided in the form of an endorsement to Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used.
C. Verification of Coverage and Certificates of Insurance: Consultant shall furnish City with original certificates and endorsements effecting coverage required above.
Certificates and endorsements shall make reference to policy numbers. All certificates and endorsements are to be received and approved by the City before work commences and must be in effect for the duration of the Agreement. The City reserves the right to require complete copies of all required policies and endorsements.
D. Other Insurance Provisions:
1. No policy required by this Agreement shall prohibit Consultant from waiving any right of recovery prior to loss. Consultant hereby waives such right with regard to the indemnitees.
2. All insurance coverage amounts provided by Consultant and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement limits the application of such insurance coverage. Defense costs must be paid in addition to coverage amounts.
3. Policies containing any self -insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either Consultant or City.
Self-insured retentions above $10,000 must be approved by City. At City’s option, Consultant may be required to provide financial guarantees.
4. Sole Proprietors must provide a representation of their Workers’ Compensation Insurance exempt status.
5. City reserves the ri ght to modify these insurance requirements while this Agreement is in effect, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Sonoma Resource Conservation District’s proposal for Professional Services to Support the City of Santa Rosa’s Implementation of the Water Quality Trading Framework for the Laguna de Santa Rosa Watershed
Submittal date: June 5th, 2026
Proposal
Sonoma Resource Conservation District (Sonoma RCD) will provide technical support, coordination, credit verification monitoring, and project development support for the City of Santa Rosa’s Implementation of the Water Quality trading Framework for the Laguna de Santa Rosa Watershed. This work includes coordination of annual monitoring events, data management and reporting, and evaluating of potential future credit generating projects. This scope of work will be completed between September 2026 and July 2029.
Sonoma RCD has been conducting annual credit verification monitoring and reporting for this program since 2021. Our team’s expertise across all staff members qualifies us to accurately assess the effectiveness of the wide variety of BMPs implemented as part of this project. Our scope of connections with landowners across the county positions us uniquely to assist the City in identifying new credit generating projects for implementation. Our large network of conservation- minded landowners allows us to efficiently draw from a pool of interested sites for potential project development. We have a proven track record in submitting quality, timely monitoring reports and communicating effectively with City of Santa Rosa project staff.
2. Work Plan
The Sonoma Resource Conservation District (Sonoma RCD) will serve as the lead entity to provide the following services to the City of Santa Rosa (City), with specific regards for conducting annual credit verification monitoring, identifying and assessing potential nutrient offset project credit opportunities, assessing potential implementation costs and assisting the City with developing credit proposals. These efforts will include coordination with City representatives as noted under specific tasks.
Statement of Timeliness: Sonoma RCD has a proven track record of meeting deliverables in a timely manner and we are fully confident that we can continue to meet the time schedules proposed in the Scope of Work.
Equipment needed: No specialized equipment will be needed for this project.
Deliverables and deadlines are emphasized in bold within each Task.
SCOPE OF WORK
Task 1: Introductory Research
A. Review relevant technical documents as needed beyond current institutional and staff knowledge of the relevant water quality trading frameworks. These may include:
Exhibit A
Water Quality Trading Framework for the Laguna de Santa Rosa Watershed Colgan Creek Reaches 1 and 2 – Water Quality Trading Proposal Nutrient Offset Project Proposal – Laguna de Santa Rosa Reaches 1 and 2 City of Santa Rosa Offset Credit Proposal for Pepperwood Preserve BMPs City of Santa Rosa Offset Credit Proposal for Berretta Dairy BMPs City of Santa Rosa Discharge Season Annual Reports
B. Participate in tours of the City of Santa Rosa’s nutrient offset projects.
Task 2: Project Verification
A. Annually perform a site visit at each credit generating project and conduct project verification at appropriate seasons.
The verification will include, at minimum, an inspection of the credit generating project and any associated Best Management Practices (BMPs). Photos will be taken of each credit generating project, from multiple angles, for inclusion in the final report and for comparison with previous years. Where possible, all photos taken will be from the same angle as the previous year’s photos.
By October 30, annually – conduct verification monitoring for Colgan and Laguna By June 1, annually – conduct verification monitoring for all other projects
B. Work with the landowner/site-contact to discuss and remedy any noted deficiencies that are not a material failure of the project.
C. By June 15, annually, submit to the City project manager, a draft credit verification report which includes the following:
• Date of site visit
• Summary of the credit generating project and any associated BMPs, including length of approved project, credit expiration, annual credits approved, and project implementation. • Discussion of credits generated during the reporting period (reporting period ends at the end of the permitted discharge period, May 14th of each year). • Any noted deficiencies with the credit generating project which may include a material failure of the project to meet approved practice standards or other requirements. • A summary table of credits earned and verified during the reporting period broken down by BMP, as applicable. Credit generation calculations shall use appropriate quantification methods and procedures as outlined in the approved project plans or past reports.
D. By June 30, annually, submit a final report to the City for inclusion in the Discharge Season Annual Report.
E. This task should include at least one meeting annually with City staff to discuss the ongoing credit monitoring, any concerns, and timeline for report.
Task 3: Project Development
A. Identify credit generating projects for review and approval by City staff. This includes collecting information on potential projects with interested landowners within the Laguna de Santa Rosa watershed. The City may fully develop other credit projects throughout this scope.
B. Meet with City staff quarterly to determine which projects are most feasible and establish next steps for exploration of those projects.
C. Prepare a Draft Technical Memorandum which includes the following:
Description of feasible projects
Process for initiating and implementing the credit generating project. Details of landowner participation and any agreements that would be needed (access, CEQA, easement, etc.)
Number of estimated credits
High level estimated cost
D. Meet with project manager and any other City staff identified to present Draft Technical Memorandum and solicit input.
E. Prepare the Final Technical Memorandum and submit to the City project manager.
Assumptions: Please note that the City will need to do the following to allow Sonoma RCD to accomplish our scope in this Task:
a. Lead drafting credit proposal for projects identified b. Submit credit proposal to Water Board for consideration c. Lead developing Pre-qualified practices for projects/practices identified
Task 4: Contract Management
A. Conduct contract management, budgeting, and monthly invoicing.
Project Schedule
Task State Date End Date
Task 1: Introductory Research September 1, 2026 July 30, 2029 A) Review relevant technical documents as
needed
n/a n/a
B) Participate in tours n/a n/a
Task 2: Ongoing Project Verification
A) Conduct project verification During appropriate
monitoring seasons to
capture relevant
discharge period
information
October 30th, annually
(Laguna and Colgan
sites)
and
June 1, annually
(Pepperwood and
Berretta sites)
B) discuss and remedy any noted
deficiencies
n/a In a timely manner
C) Submit to the City project manager, a
draft credit verification report
n/a June 15th, annually
D) Submit to the City project manager, a
final credit verification report
n/a June 30th, annually
E) Meet annually with City staff n/a On an annual basis Task 3: Project Development
A) Identify credit generating projects n/a n/a
B) Meet with City staff quarterly n/a n/a
C) Prepare a Draft Technical Memorandum n/a n/a
D) Meet with project manager and any other
City staff identified to present Draft
Technical Memorandum and solicit input
n/a n/a
E) Prepare the Final Technical Memorandum
and submit to the City project manager
n/a n/a
Task 4: Contract Management
A) Conduct contract management, budgeting,
and monthly invoicing
n/a n/a
3. Project Team
The project team includes technical and administrative staff from Sonoma RCD. Detailed resumes are attached separately.
Christine Kuehn, Executive Director – Christine is authorized to negotiate the contract on behalf of Sonoma RCD. Christine has over eleven years of experience in natural resource management, emphasizing community engagement and communications. She has been instrumental in guiding and securing grant funding for RCD programs and diligently works to integrate principles of equity and community resilience into natural resource programming. She serves at the direction of the RCD’s Board of Directors and works collaboratively with the entire RCD team. Christine oversees the RCD’s day-to-day functions while providing strategic direction for the future, maintaining and expanding partnerships, and advocating for the RCD at the local, regional, and state levels. She received her B.A. in environmental studies and planning from Sonoma State University. Christine will assist with contract management.
Ari DeMarco, Project Manager - Ari will serve as the project manager for Sonoma RCD and work across all Tasks. Ari has been working in the field of resource conservation since 2017. Her expertise is in conservation planning, forestry, native plant establishment, invasive plant management, and entomology. At Sonoma RCD, she manages projects that include conservation planning and implementation on salmonid-bearing streams, on forested lands, and in agriculture.
Ari is a trained practitioner for California Rapid Assessment Method (CRAM) monitoring for wetland and riparian zones, and participates as a credentialed Firefighter Type II volunteer with Fire Forward. Ari holds a M.S. in Sustainable Forest Management from Oregon State University.
Steven Fry, Watershed Restoration Program Manager - Steven leads the planning, development, and implementation of watershed health, habitat restoration, and water resiliency initiatives across Sonoma RCD. Prior to joining the team, Steven worked on the restoration of headwater wetlands and riparian zones in the Rio Grande and Colorado River Basins of New Mexico, as well as the implementation of beaver restoration and coexistence measures to alleviate issues on private land.
He started his career in the management of stormwater flows using green infrastructure to aid the protection of nearshore ecosystems for salmon habitat in the Seattle Area. Steven has a Bachelor’s in Economics from Santa Clara University and a Master’s in Applied International Relations from the University of Washington where he focused on the intersection of wetland protection and economic development. Steven will assist with project development and contract management.
Amy Tang, Program Assistant - Before joining Sonoma RCD, Amy worked throughout Sonoma and Marin counties, focusing on invasive plant removal, forest fuels reduction, and wildlife monitoring.
She is passionate about environmental justice, protecting biodiversity, and increasing her community’s resilience to climate change. A Sonoma County native, Amy is excited to support the landscapes and communities that shaped her. Amy holds a Bachelor of Science from UC Berkeley in Conservation and Resource Studies with a minor in Geospatial Information Systems. Amy will assist with work across all tasks.
Maria Wnorowski, Community Engagement Program Manager - Maria designs and delivers an array of community engagement activities while also overseeing the communications and marketing for the RCD. She leads the development and implementation of the LandSmart Education programs serving youth and adults throughout Sonoma County. Maria designs and delivers project-based community engagement opportunities, organizes technical workshops for land managers, facilitates partnerships within the community, and drives the Justice Equity Diversity, and Inclusion goals of Sonoma RCD. Maria will assist with verification and project development.
Karen Saler, Community Engagement Assistant - Karen has been with Sonoma RCD since September of 2022. Throughout her time with Sonoma RCD, she has been involved with the TEAM (Teaching, Environmental, Agricultural, Memories) elementary program and FARMS (Farming, Agriculture, Resource Management, Sustainability) high school career pathway program through outreach, planning and implementation. In addition, Karen also assists with networking within the community at local events, and with landowners with the purpose of creating building and trusting relationships between county residents and Sonoma RCD. Karen received a Bachelor's of Science in Agriculture Education with an emphasis on communications and leadership development from California State University, Fresno. Karen will assist with verification and project development.
4. Relevant Experience
Sonoma RCD works with landowners, conservation professionals and partners of all kinds to complete habitat restoration, water conservation, and soil conservation projects, and has a technical staff with extensive experience planning, designing and implementing projects that protect natural resources and wildlife habitat.
Similar projects include:
City of Santa Rosa Nutrient Offset Project Identification and Development, Phase 1 Contracted to: City of Santa Rosa
Description: Identify nutrient offset project credit opportunities, secure landowner participation, coordinate all aspects of project implementation, oversight, and conduct annual third-party credit verification.
Amount of contract: $66,940.61
Date of project completion: July 30, 2026
CalTrans Cooperative Agreement, Laguna de Santa Rosa Off-site Mitigation Project Contracted to: CalTrans
Description: This mitigation project included native planting as compensatory mitigation for a bridge replacement project completed by CalTrans. Our work includes annual monitoring, including plant survival counts, light maintenance, and reporting. Amount of contract: $335,000.00
Date of project completion: June 29, 2030
Post-fire Recovery in the Russian River Sub-Watersheds Contracted to: North Coast Regional Water Quality Control Board, Michele Fortner Description: Reduce sediment delivery to streams on private and public lands impacted by wildfires within Sonoma County in Russian River sub-watersheds affected by the 2020 fires.
The project included road BMP upgrades such as replacing burned culverts and reshaping rural roads, removing invasive plants and revegetating with native plants along burned riparian areas, refining and/or augmenting erosion control measures installed on dozer lines cut during the fire, and purchasing and installing erosion control materials such as fencing, culverts, native plants, seed and wattles.
Amount of contract: $632,782
Date of project completion: February 28, 2026
Monitoring and Outreach Services for CASGEM Program: Lower Russian River, Healdsburg Area, and Alexander Valley
Contracted to: Sonoma Water
Description: Ongoing assistance to perform twice-annual groundwater level monitoring and outreach to landowners in relevant sub-basins to continue compliance with the CASGEM Program, submitting reports to SIGMA and CASGEM portals and Sonoma County’s Voluntary Data Dashboard. 52 wells have been monitored since 2014. Amount of contract: Contracts are negotiated on a 3-year basis; the current contract is for $34,000.
Date of project completion: The current contract will be completed by June 30, 2026
Multiple Groundwater Sustainability Agencies (GSAs) - Outreach and Monitoring Contracted to: Petaluma Valley GSA, Santa Rosa Plain GSA, Sonoma Valley GSA. Description: Conduct facilitated monitoring twice per year for high-priority wells. Implement needed projects and actions identified in the Groundwater Sustainability Plans for the above three GSAs. Analyze well efficiency program, author a rebate program, and facilitate and conduct outreach and education for well metering and recycled water projects. Amount of contract:
o Petaluma Valley: $132,721
o Sonoma Valley: $111,149
o Santa Rosa Plain GSA: $183,776
Date of project completion:
o Petaluma Valley GSA - completed 3/31/2026
o Sonoma Valley GSA - will be completed 6/30/2026
o Santa Rosa Plains GSA - will be completed 9/30/2026
City of Santa Rosa Well Mapping
Contracted to: City of Santa Rosa
Description: Mapping of domestic wells within 150 feet of City of Santa Rosa owned parcels that will be irrigated with recycled water.
Amount of Contract: $25,736
Date of project completion: March 1, 2025
5. Rate Schedule
6. Conflict of Interest Statement
We currently have no known conflicts of interest. If any were to become apparent over the course of this contract, we would notify the City of Santa Rosa promptly.
Task 1: Introductory Research Total
SRCD Personnel $2,024.00
Mileage $0.00
Printing & Postage $0.00
Supplies $0.00
Subtotal $2,024.00
Task 2: Project Verification Total
SRCD Personnel $62,286.00
Mileage $253.75
Printing & Postage $300.00
Supplies $150.00
Subtotal $62,989.75
Task 3: Project Development Total
SRCD Personnel $22,008.00
Mileage $398.75
Printing & Postage $100.00
Supplies $300.00
Subtotal $22,806.75
Task 4: Contract Management Total
SRCD Personnel $19,730.00
Mileage $0.00
Printing & Postage $0.00
Supplies $0.00
Subtotal $19,730.00
Technical Services (Subcontractors): continguent on needing outside technical services/consultants $25,000.00
Total Cost $132,550.50
City of Santa Rosa Laguna WQTF - Phase 2
September 1, 2026 - July 30, 2029
Exhibit B
PSA_SRCD_2026
Final Audit Report 2026-08-11
Created: 2026-08-11 (Pacific Daylight Time)
By: Aaron Berndt ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAXpPLX94KsKcPMhg47RiSnxdzcTCoOgnt "PSA_SRCD_2026" History
Document created by Aaron Berndt ([email protected])
2026-08-11 - 9:15:51 AM PDT
Document emailed to [email protected] for signature
2026-08-11 - 9:17:19 AM PDT
Email viewed by [email protected]
2026-08-11 - 9:37:17 AM PDT
Signer [email protected] entered name at signing as Christine Kuehn 2026-08-11 - 4:53:54 PM PDT
Document e-signed by Christine Kuehn ([email protected]) Signature Date: 2026-08-11 - 4:53:56 PM PDT - Time Source: server - Signature Appearance Selected: TYPE Agreement completed.
2026-08-11 - 4:53:56 PM PDT
PSA_SRCD_2026 - Please Sign
Final Audit Report 2026-08-18
Created: 2026-08-18 (Pacific Daylight Time)
By: Aaron Berndt ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAs_mHP-jO-xCUuh9wOue2d4nlHQN_t2db "PSA_SRCD_2026 - Please Sign" History
Document created by Aaron Berndt ([email protected])
2026-08-18 - 11:22:08 AM PDT
Document emailed to Stephanie Velazquez ([email protected]) for delegation 2026-08-18 - 11:26:29 AM PDT
Document signing delegated to Hannah Ford-Stille ([email protected]) by Stephanie Velazquez ([email protected])
2026-08-18 - 11:39:23 AM PDT
Document emailed to Hannah Ford-Stille ([email protected]) for signature 2026-08-18 - 11:39:23 AM PDT
Document e-signed by Hannah Ford-Stille ([email protected]) Signature Date: 2026-08-18 - 12:07:23 PM PDT - Time Source: server - Signature Appearance Selected: IMAGE Agreement completed.
2026-08-18 - 12:07:23 PM PDT