Soledad City Council
April 2, 2025

6. Requests for Subordinations:

When a Borrower wishes to refinance their existing first mortgage, they must submit a subordination request to the Program Lender. Approved refinancing of senior debt will be limited by the Department to circumstances in which the original homebuyer is securing more favorable terms that reduce monthly housing costs, or if sufficient equity exists, to take cash out for only items such as for immediate repairs to the property to correct identified health and safety violations.

There can be no third-party debt payoffs or additional encumbrances on the property. The total indebtedness on the property should not exceed the current market value, except when the borrower is obtaining a federally-sponsored refinance program loan. If said loan is approved and meets all other requirements, Combined Loan-To-Value will not be considered when reviewing the subordination request.

Also, the loan must:

1. be fully amortized and have a fixed interest rate that does not exceed the current market rate, as established by an index identified in these Program Guidelines;

2. not have a temporary interest rate buy-down;

3. have a term “all due and payable” that matures prior to or concurrently with the maturity date of the Promissory Note. Therefore, the maturity date of the existing Promissory Note shall be modified to coincide with the maturity date of the new first mortgage; and

4. not have a balloon payment due before the maturity date of the Program loan.

Upon receiving the proper documentation from the refinance lender, the request will be considered by the Sponsor’s loan committee for review and approval. Upon approval, the escrow company will provide the proper subordination document for execution and recordation by the Sponsor.

7. Process for Loan Foreclosure:

Upon any condition of loan default, such as non-payment, lack of insurance or property tax payment, change in title or use without approval, or default on senior loans, the Lender will send out a letter to the Borrower notifying them of the default status. If the default status continues, the Lender may start the formal process of foreclosure.

When a senior lienholder starts a foreclosure process and the Lender is notified via a Request for Notice of Default, the Lender, who is the junior lienholder, may cancel the foreclosure proceedings by "reinstating" the senior lienholder. The reinstatement amount or payoff amount must be obtained by contacting the senior lienholder. This amount will include all delinquent payments, late charges, and fees to date. Lender must confer with Borrower to determine if, upon paying the senior lienholder current, the Borrower can provide future payments. If this is the case, then the Lender may cure the foreclosure 147
City of Soledad HOME Program First-Time Homebuyer Program Guidelines

and add the costs to the balance of the loan with a Notice of Additional Advance on the existing note. HOME funds may not be used for this purpose.

If the Lender determines, based on information on the reinstatement amount and status of Borrower, that bringing the loan current will not preserve the loan, then staff must determine if it is cost effective to protect their position by paying off the senior lienholder in total and restructuring the debt such that the unit is made affordable to the Borrower.

If the Lender does not have sufficient funds to pay the senior lienholder in full, then they may choose to cure the senior lienholder and foreclose on the property themselves. If there is sufficient value in the property, then the Lender can afford to pay for the foreclosure process, pay off the senior lienholder, and retain some or all of its investment.

If the Lender decides to reinstate, the senior lienholder will accept the amount to reinstate the loan until five (5) days prior to the set "foreclosure sale date." This "foreclosure sale date" usually occurs about four (4) to six (6) months from the date of recording of the "Notice of Default." If the Lender fails to reinstate the senior lienholder before five (5) days prior to the foreclosure sale date, the senior lienholder will then require a full payoff of the balance, plus related foreclosure administrative costs, to cancel foreclosure. If the Lender determines the reinstatement and maintenance of the property is not cost effective and allows the senior lienholder to complete foreclosure, the Lender's lien may be released once net available proceeds are received, if any.

Lender as Senior Lienholder
When the Lender is first position as a senior lienholder, active collection efforts will begin on any loan that is 31 or more days in arrears. Attempts will be made to assist the homeowner in bringing and keeping the loan current. These attempts will be conveyed in an increasingly urgent manner until loan payments have reached 90 days in arrears, at which time the Lender may consider foreclosure. Lender’s staff will consider the following factors before initiating foreclosure:
1) Can the loan be cured, and can the rates and terms be adjusted to allow for affordable payments such that foreclosure is not necessary? 2) Can the Borrower refinance with a private lender and pay off the Lender? 3) Can the Borrower sell the property and pay off the Lender? 4) Does the balance warrant foreclosure? (If the balance is under $5,000, the expense to foreclose may not be worth pursuing.)
5) Will the sales price of home "as is" cover the principal balance owing, necessary advances, (maintain fire insurance, maintain or bring current delinquent property taxes, monthly yard maintenance, periodic inspections of property to prevent vandalism, etc.) foreclosure, and marketing costs? 148
City of Soledad HOME Program First-Time Homebuyer Program Guidelines

If the balance is substantial and all the above factors have been considered, the Lender may opt to initiate foreclosure. The Borrower must receive, by certified mail, a thirty-day notification of foreclosure initiation. This notification must include the exact amount of funds to be remitted to the Lender to prevent foreclosure (such as, funds to bring a delinquent BMIR current or pay off a DPL).

At the end of thirty calendar days, the Lender should contact a reputable foreclosure service or local title company to prepare and record foreclosure documents and make all necessary notifications to the owner and junior lienholders. The service will advise the Lender of all required documentation to initiate foreclosure (Note and Deed of Trust usually) and funds required from the owner to cancel foreclosure proceedings. The service will keep the Lender informed of the progress of the foreclosure proceedings.

When the process is completed, and the property has "reverted to the beneficiary" at the foreclosure sale, the Lender could sell the home themselves under a homebuyer program or use it for an affordable rental property managed by a local housing authority or use it for transitional housing facility or other eligible use. The Lender could contract with a local real estate broker to list and sell the home and use those funds for program income eligible uses.
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City of Soledad HOME Program First-Time Homebuyer Program Guidelines

ATTACHMENT E
SELLER’S LEAD-BASED PAINT DISCLOSURE
Disclosure of Information on Lead-Based Paint and/or Lead-Based Paint Hazards Lead Warning Statement
Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead-based paint hazards from risk assessments or inspections in the seller’s possession and notify the buyer of any known lead-based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase.

Seller’s Disclosure
(a) Presence of lead-based paint and/or lead-based paint hazards (check (i) or (ii) below):
(i) ____ Known lead-based paint and/or lead-based paint hazards are present in the housing (explain).
________________________________________________________ (ii)____ Seller has no knowledge of lead-based paint and/or lead-based paint hazards in the housing.
(b) Records and reports available to the seller (check (i) or (ii) below):
(i) ____ Seller has provided the purchaser with all available records and reports pertaining to Lead-based paint and/or lead-based paint hazards in the housing (list documents below). ————————————————————————————————————————
(ii) ____Seller has no reports or records pertaining to lead-based paint and/or lead-based paint hazards in the housing.

Purchaser’s Acknowledgment (initial)
(c)____Purchaser has received copies of all information listed above. (d)____Purchaser has received the pamphlet Protect Your Family from Lead in Your Home. (e)____Purchaser has received a 10-day opportunity (or mutually agreed upon period) to conduct a risk assessment or inspection for the presence of lead-based paint and/or lead-based paint hazards.

Agent’s Acknowledgment (initial)
(f)____ Agent has informed the seller of the seller’s obligations under 42 U.S.C. 4852d and is aware of his/her responsibility to ensure compliance.

Certification of Accuracy
The following parties have reviewed the information above and certify, to the best of their knowledge, that the information they have provided is true and accurate. —————————— —————————— ————————— —————————
Seller Date Seller Date
—————————— —————————— ————————— —————————
Purchaser Date Purchaser Date
—————————— —————————— ————————— —————————
Agent Date Agent Date
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City of Soledad HOME Program First-Time Homebuyer Program Guidelines

ATTACHMENT F
Disclosure to Seller with Voluntary, Arm's Length Purchase Offer

DECLARATION
This is to inform you that would like to purchase the property, located at , if a satisfactory agreement can be reached. We are prepared to pay $____________ for a clear title to the property under conditions described in the attached proposed contract of sale.

Because Federal funds may be used in the purchase, however, we are required to disclose to you the following information:

1. The sale is voluntary. If you do not wish to sell, the buyer, ___________________, thru the agency, _____________ will not acquire your property. The buyer does not have the power of eminent domain to acquire your property by condemnation (i.e., eminent domain) and the agency/Sponsor ________________________________ will not use the power of eminent domain to acquire the property.

2. The estimated fair market value of the property is $__________ and was estimated by _______________________________________, to be finally determined by a professional appraiser prior to close of escrow.

Since the purchase would be a voluntary, arm’s-length transaction, you would not be eligible for relocation payments or other relocation assistance under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA), or any other law or regulation. Also, as indicated in the contract of sale, this offer is made on the condition that no tenant will be permitted to occupy the property before the sale is completed.

Again, please understand that if you do not wish to sell your property, we will take no further action to acquire it. If you are willing to sell the property under the conditions described in the attached contract of sale, please sign the contract, and return it to us at:
_______________________________________________. If you have any questions about this matter, please contact __________________________at ______________________.

Sincerely,
___________________________________
Title
_________________________________ _____________________ Buyer Date
_________________________________ _____________________ Buyer Date
Form continues on next page with Seller’s Acknowledgment 151
City of Soledad HOME Program First-Time Homebuyer Program Guidelines

Disclosure to Seller with Voluntary, Arm's Length Purchase Offer (Page 2)
Acknowledgement
As the Seller I/we understand that will inspect the property for health and safety deficiencies. I/we also understand that public funds may be involved in this transaction and, as such, if the property was built before 1978, a leadbased paint disclosure must be signed by both the buyer and seller, and that a Visual Assessment will be conducted to determine the presence of deteriorated paint.

As the Seller, I/we understand that under the City’s program, the property must be currently owner-occupied, vacant for three months at the time of submission of purchase offer, new (never occupied), or renter purchasing the unit. I/we hereby certify that the property is:
☐ Vacant at least 3 months; ☐ Owner-occupied; ☐ New; or ☐ Being Purchased by its Occupant
I/we hereby certify that I have read and understand this “Declaration” and:
☐ a copy of said Notice was given to me prior to the offer to purchase.

If received after presentation of the purchase offer, I/We choose:
☐ to withdraw, or ☐ not to withdraw, from the Purchase Agreement. __________________________________ _______________________ Seller Date
__________________________________ _______________________ Seller Date
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City of Soledad HOME Program First-Time Homebuyer Program Guidelines

ATTACHMENT G

CITY OF SOLEDAD

INSTRUCTIONS TO HOMEBUYER
A. Participant works with lender of choice to obtain the primary lender’s pre-qualification letter.

B. Program Operator reviews paperwork to determine program eligibility and financing affordability for participant.

C. Program Operator staff meets with qualified applicant to provide information relative to the program requirements, the lending process, and homeownership responsibilities.

D. After consultation with Program Operator regarding approved bedroom and bathroom maximums, if any, and HOME Value Limit, participant works with real estate agent to select home. Program disclosures are reviewed with agent for presentation to seller.

The HOME Program allows only homes vacant for three months or more prior to the date of the purchase offer, unless the current tenant is purchasing the home or the seller has been the only occupant during those three months, to prevent displacement of rental occupants.

E. Participant selects home and enters into a purchase contract, contingent upon receiving Program loan approval and achieving Environmental Review clearance (see Section

1.3.D). Primary lender provides the Program Operator with a copy of:
- real estate sales contract, including all addendums and counteroffers, all fully-executed
- residential loan application and credit report
- verified income documentation
- disclosure statement
- proof of personal funds for participation in program
- breakdown of closing costs
- structural pest control clearance
- appraisal with photos and preliminary title report
F. Program Operator has home inspected to document health & safety and code compliance. Notice of any deficiencies or needed corrections are given to participant's real estate agent, with recommended course of action. Only new construction and homes built within the previous 12 months and not previously occupied are exempt from the home inspection requirement.

G. Program Operator requests loan approval from Sponsor’s Loan Review Committee.

Following loan approval, Program Operator prepares Deed of Trust, Promissory Note, Request for Notice of Default, Grant Agreement, Owner-Occupant Agreement with City and Escrow Instructions, and requests check and deposits same into escrow. 153
City of Soledad HOME Program First-Time Homebuyer Program Guidelines

H. Escrow company furnishes Program Operator with proof of documents to be recorded, and any escrow closeout information. After receipt of recorded loan documents, Final escrow Settlement Statement, Insurance Loss Payee Certification, and Final Title Insurance Policy, the Program Operator closes out the loan file. 154
City of Soledad HOME Program First-Time Homebuyer Program Guidelines

ATTACHMENT H

LEAD-BASED PAINT

VISUAL ASSESSMENT, NOTICE OF PRESUMPTION, AND HAZARD REDUCTION FORM Section 1: Background Information
Property Address: No LBP found or LBP exempt □
Select one: Visual Assessment □ Presumption □ Hazard Reduction □ Section 2: Visual Assessment. Fill out Sections 1, 2, and 6. If paint stabilization is performed, also fill out Sections 4 and 5 after the work is completed.

Visual Assessment Date: Report Date:

Check if no deteriorated paint found □
Attachment A: Summary where deteriorated paint was found.

Section 3: Notice of Presumption. Fill out Sections 1, 3, 5, and 6. Provide to occupant w/in 15 days of presumption.

Date of Presumption Notice:

Lead-based paint is presumed to be present □ and/or Lead-based paint hazards are presumed to be present □
Attachment B: Summary of Presumption:

Section 4: Notice of Lead-Based Paint Hazard Reduction Activity. Fill out Sections 1, 4, 5, and

6. Provide to occupant w/in 15 days of after work completed.

Date of Hazard Reduction Notice:

Initial Hazard Reduction Notice? Yes □ No □ Start & Completion Dates:

If “No”, dates of previous Hazard Reduction Activity Notices:

Attachment C: Activity locations and types.

Attachment D: Location of building components with lead-based paint remaining in the rooms, spaces, or areas where activities were conducted.

Attachment E: Attach clearance report(s), using DHS form 8552 (and 8551 for abatement activities) Section 5: Resident Receipt of Notice for Presumption or Lead-Based Paint Hazard Reduction Activity
Printed Name: Signature: Date:

Section 6: Contact
Information
Organization:

Contact Name: Contact Signature:

Date: Address: Phone:
155
City of Soledad HOME Program First-Time Homebuyer Program Guidelines

ATTACHMENT I
Homebuyer Program Lead Compliance Document Checklist
The following documents should be in each Homebuyer unit file to document compliance with the lead requirements:

Document Name Purpose
✔
Lead Safe Housing Rule Screening Sheet Documents
exemptions
Physical inspection form (HQS or equivalent) Documents visual assessment results
Seller Certification Seller certifies that
paint was stabilized
by qualified workers
and that safe work
practices were
followed during paint
stabilization
Clearance Report and Clearance Review Worksheet Documents that unit passed clearance
Lead-Based Paint and/or Lead-Based Paint Hazards
Disclosure Form DOC_12345.PDF (hud.gov)
Documents that
buyer received
disclosure and
pamphlet.

Lead Hazard Reduction Notice LSHR-Sample-Notice-ofLead-Hazard-Reduction.pdf (hudexchange.info)Documents that buyer received
required lead hazard
reduction notification.

This was taken from the HUD Website at:
http://portal.hud.gov/hudportal/documents/huddoc?id=20264_leadcompliance.doc 156
SUBJECT: Resolution No. 6219, A Resolution of the City Council of the City of Soledad Approving an Agreement with One Workplace for Audio and Visual Equipment for Council Chambers in an Amount Not to Exceed $75,000, and Authorizing the City Manager to Execute Said Contract on Behalf of the City of Soledad
TO: Honorable Mayor Velazquez and City Council
FROM: Megan Hunter, City Manager
MEETING DATE: April 2, 2025

CITY OF SOLEDAD

STAFF REPORT
THROUGH:

AGENDA ITEM NO. 4.

Recommendation
It is recommended that the City Council of the City of Soledad Consider and Adopt Resolution No. 6219, “Approving an Agreement with One Workplace for Audio and Visual Equipment for Council Chambers in an Amount Not To Exceed $75,000, Authorizing the City Manager to Execute Said Contract on Behalf of the City of Soledad”.

Executive Summary
In the 2024/2025 Fiscal Year, the City Council approved improvements to the Council Chambers to address ADA challenges, enhance safety, increase public seating capacity, and add a curvilinear dais to facilitate better dialogue among Councilmembers. Initially, the plan was to retain and reuse much of the existing audio-visual equipment. However, after the departure of the IT Director and Technician, the City discovered that much of the technology had been pieced together over the years and was beginning to fail, necessitating replacement. Staff worked diligently to secure quotes for these updates as quickly as possible but only found one provider both interested and able to provide and install the desired equipment, One Workplace. One Workplace is the same contractor doing other work associated with the Council Chambers rehabilitation project, and as such, should be able to coordinate the installation of the audio-visual equipment with other rehabilitation efforts. Pursuant to Soledad Municipal Code Section 3.24.080, this public works project can be let without going through the typical bidding process.

Background
Over two years ago, the Council requested changes to the Council Chambers to enhance the room's functionality. The previous setup included a large, bulky, straight table on a platform that served as the dais. This arrangement made it difficult for Council members to see each other during discussions. 157
Additionally, the platform lacked ramps, was not ADA compliant, and posed a safety hazard for members seated at the ends, as there was no barrier to prevent them from rolling off. Furthermore, the layout of the room created minimal space between the public and the Council, resulting in insufficient seating during topics of high public interest.

City staff explored various improvements to address the existing issues and concluded that the best course of action was to remove the platform, reorient the layout of the room, and install modular furniture. This approach allows the furniture to be reused in the event that the City decides to renovate, expand, or build a new City Hall, rather than relying on permanent fixtures that would need to be demolished.

Review & Analysis
As the City undertook its Council Chamber Rehabilitation project, two important developments occurred: first, the audio cabling integrated into the platform had to be removed; second, it was discovered that the audio/visual equipment, which had been pieced together, was not functioning properly. After consulting with the IT department, it was determined that the equipment needed to be replaced.

Not many companies can successfully execute this type of audio-visual integration. The City not only has a patchwork of audio and visual equipment but also a fragile IT network that supports it. This situation requires considerable design work and network expertise. Additionally, the need to replace the audio/visual equipment was identified late in the process, after the demolition of the old dais had already begun.

The City informally contacted companies to assess their availability and capacity for this work but only found one suitable provider, One Workplace. One Workplace is already under contract to perform the Council Chambers Rehabilitation Project and use of their services will not only avoid delays in reopening the chambers but will ensure continuity in the Project as a whole.

The City’s contract letting procedures for public works such as the instant audio-visual installation project are set forth in Soledad Municipal Code Section 3.24.080. The City has adopted the provisions of the California Uniform Public Construction Cost Accounting Act, which when paired with Section

3.24.080, provide a tiered set of contracting procedures based on contract value. For projects less than or equal to $75,000, no bidding or proposals are required, and the involved work may be performed by city staff, force account with a contractor, or by negotiated contract. As noted above, although not required by this section, Staff made an effort to solicit proposals to find a contractor who could provide the specialized services on a timely basis and in coordination with current rehabilitation efforts. The One Workplace proposal, at a cost of $70,662.94, falls within the no-bid tier of public works contracts.

Because during installation, One Workplace may discover additional work that must be done to make these systems function, it is recommended that the Council authorize the expenditure of up to $75,000, which would result in an approximately 6% contingency.

One Workplace has demonstrated expertise in meeting the audio/visual needs of conference rooms and similar spaces. They are currently installing the dais and are familiar with the environment, which allows them to design the necessary cabling effectively. Additionally, they possess experience in managing similar systems and integrating them with our sensitive IT network. This project is expected to provide long-term benefits by improving the quality and reliability of public meetings, enhancing transparency and accessibility for residents, and reducing the need for frequent maintenance and repairs associated with outdated equipment.
158
Resolution No. 6219
Draft Agreement
Key components of the upgrade include:

Installation of a new digital audio system replacing all the existing microphones, audio mixers, audio amplifiers and ceiling loudspeakers to ensure clear audio for all attendees and remote participants and viewers
Integration of a new audio processing and control system to streamline AV operations and provide use-friendly interfaces for City staff
Installation of a new assistive listening system to comply with the American with Disabilities Act (ADA) and the California Building Code (CBC)
Installation of an audiovisual (microphone) wire and cable raceway to the dais and public podium location and the installation of two (2), wall-mounted overflow video displays at the front of the council chambers
Scope work also includes the design and testing of the new AV system, as well as training for City staff
Financial Considerations
The estimated cost for the upgrade of the Chambers AV system will be $70,622.94. However, during the installation, it is possible that additional work may be needed to make these systems function as they will use some of the City’s existing network and cameras. Therefore, it is recommended that the Council authorize the expenditure of up to $75,000, which would result in an approximately 6% contingency.

To complete the upgrades of the Chambers AV system, funding will be transferred from the Municipal Complex Capital Project to the City Hall Upgrades Capital Project. This shift within the General Fund will not require a budget amendment but can be done administratively.

The Municipal Complex Capital Project includes a facility assessment of the City Hall, Police Station, and Fire Facilities. Due to all of the ongoing capital projects, staff lacked the capacity to initiate this project this fiscal year, however, it is anticipated that it will be carried out in FY 2025-26.

Alternatives
Approve the resolution as presented; or
Reject the proposed resolution, which is not recommended as staff is trying to complete the project by mid-April to allow for the use of the chambers as soon as possible.

Planning/CEQA
This project has been determined to be exempt from the California Environmental Quality Act (CEQA) pursuant Class 1, Section 15301 – Existing Facilities. The installation of audio/visual equipment is minor work to the existing City Hall and involves no expansion of use beyond current levels.

Public Notice Requirements
None required.

Attachment(s):
159
Exhibit A - Proposal for Audio
Exhibit A - Proposal for Video
160
1 RESOLUTION NO. 6219

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOLEDAD

APPROVING AN AGREEMENT WITH ONE WORKPLACE FOR AUDIO AND

VISUAL EQUIPMENT FOR COUNCIL CHAMBERS IN AN AMOUNT NOT TO EXCEED $75,000 AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID

CONTRACT ON BEHALF OF THE CITY OF SOLEDAD
WHEREAS, In the 2024/2025 Fiscal Year, the City Council approved improvements to the Council Chambers to address ADA challenges, enhance safety, increase public seating capacity, and add a curvilinear dais to facilitate better dialogue among Councilmembers; and WHEREAS, initially, the Council Chambers Improvement Project contemplated the retention and reuse of much of the existing audio-visual equipment. However, after the Project commenced, and after the departure of the IT Director and Technician, the City discovered that much of the technology had been pieced together over the years and was beginning to fail, necessitating replacement; and
WHEREAS, Staff worked diligently to secure quotes for these updates as quickly as possible but only found one provider both interested and able to provide and install the desired equipment, One Workplace; and
WHEREAS, One Workplace is the same contractor doing other work associated with the Council Chambers rehabilitation project, and as such, should be able to coordinate the installation of the audio-visual equipment with other rehabilitation efforts; and WHEREAS, pursuant to Soledad Municipal Code Section 3.24.080, this public works project can be let without going through the typical bidding process; and WHEREAS, the estimated cost for the upgrade of the Chambers AV system will be $70,622.94, however, during the installation, it is possible that additional work may be needed to make these systems function as they will use some of the City’s existing network and cameras.

Therefore, it is recommended that the Council authorize the expenditure of up to $75,000, which would result in an approximately 6% contingency; and
WHEREAS, funding for the upgrade of the Chambers AV system in an amount not to exceed $75,000 will come from the General Fund by transferring dollars allocated to the Municipal Complex Capital Project to the City Hall Upgrades Capital Project; and WHEREAS, this project has been determined to be exempt from the California Environmental Quality Act (CEQA) pursuant Class 1, Section 15301 – Existing Facilities. The installation of audio/visual equipment is minor work to the existing City Hall and involves no expansion of use beyond current levels.

NOW THEREFORE, BE IT HEREBY RESOLVED that the City Council of the City of Soledad hereby approves an agreement with One Workplace for audio and visual equipment for 161
2 Council Chambers in an amount not to exceed $75,000 and authorizes the City Manager to execute a contract on behalf of the City of Soledad using our standard contract form.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Soledad duly held on the 2nd day of April 2025, by the following vote:

AYES, and in favor thereof, Councilmembers:

NOES, Councilmembers:

ABSENT, Councilmembers:

ABSTAIN, Councilmembers:

ANNA M. VELAZQUEZ, Mayor
ATTEST:

MEGAN HUNTER, City Clerk
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Consulting Services Agreement between City of Soledad 04.03.2025 One Workplace Page 1 of 15

SERVICES AGREEMENT BETWEEN

THE CITY OF SOLEDAD AND ONE WORKPLACE

COUNCIL CHAMBERS AUDIO AND VISUAL EQUIPMENT
THIS AGREEMENT for consulting services is made by and between the City of Soledad (“City”) and One Workplace L. Ferrari, LLC (“Consultant”) (together referred to as the “Parties”) as of April 3, 2025 (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 May 31, 2025, 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.

1.3 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 $70,622.94 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 Exhibits 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. 163
Consulting Services Agreement between City of Soledad 04.03.2025 One Workplace Page 2 of 15
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, at least 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;

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 Consultant.

2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 30 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.

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

2.7 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 164
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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.

2.8 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. 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.

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. 165
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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 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 $2,000,000 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 (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:
a. The Insurance shall cover on an occurrence or an occurrence 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
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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 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 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. 167
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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 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;
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 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.

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.

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.

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 169
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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.

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.

7.3 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.

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, 170
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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.

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 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. 171
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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 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

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.

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 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 172
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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 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 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, 173
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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 Megan Hunter, City Manager, ("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:

One Workplace
2500 De La Cruz Blvd.

Santa Clara, CA 95050
Attn: Janine Faylor
Any written notice to City shall be sent to:

City of Soledad
P.O. Box 156
Soledad, CA 93960
Attn: Jesus Yanez

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.
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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.

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.

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

CITY OF SOLEDAD ONE WORKPLACE L. FERRARI, LLC.
____________________________ _________________________________ Megan Hunter, City Manager Name/Title
Attest:
____________________________
Megan Hunter, City Clerk
Approved as to Form:

Michael Rodriquez, City Attorney
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EXHIBIT A

SCOPE OF SERVICES
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EXHIBIT B

COMPENSATION SCHEDULE
Description Total
Equipment
Labor
$33,165.86
$37,497.08
Total Project Cost $70,662.94
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178

P RO P O S A L
Council Chambers Renovation
Audio Upgrade
City of Soledad
248 Main Street
Soledad, CA 93960 United States
Presented By:

One Workplace
Revision:
3/26/2025
0 h t t p : / / W W W . O N E W O R K P L A C E . C O M 2500 De La Cruz Blvd.

Santa Clara, CA 95050 U.S.A
669 800 2500
http://WWW.ONEWORKPLACE.COM
Modified:

Exhibit A
179

S C O P E O F W O R K
Rev. 0
Council Chambers Renovation - Audio Upgrade
Project No : 249845 3/26/2025

One Workplace will provide a new digital audio system for the Council Chambers renovation. One Workplace will replace all the existing microphones, audio mixers, audio amplifiers and ceiling loudspeakers with a new, digital audio system that can be easily integrated into the City's current recording and streaming platforms. The new, digital audio system will provide local voice-lift within the council chambers as well as a USB connection/ interface for a laptop PC at the production/control location.

Dais & Podium Microphones
A total of eight (8) hard-wired, desktop gooseneck microphones are provided. One microphone is provided for each of the seven (7) seats and the dais and one (1) microphone is provided at the public podium location. Wires for the desktop microphones are run through an over-floor raceway.

Ceiling Loudspeakers
A total of four (4) flat-field ceiling loudspeakers are installed in the ceiling grid over the seating area and are used to reproduce local program audio, far-end audio in a video call and local voice-lift within the council chambers.

The ceiling loudspeakers are powered vial a 70V audio amplifier.

Audio Processing and Control
A new audio digital signal processor (DSP) is provided and is custom programmed specifically for the City council chambers. All microphone mixing and levels will be adjusted and set through software in the DSP.

A 7" touch panel controlled is also custom programmed for the City council chambers and is used for operating the audio system. A USB connection is provided to allow the audio DSP to interface with the laptop PC at the production/control location and seamlessly stream audio to and from the streaming and recording apps. All of the new audio equipment and hardware will be housed in a new, small equipment rack at the production/ control location for easy connection to their laptop PC.

Assistive Listening System
To comply with the Americans with Disabilities Act (ADA) and the California Building Code (CBC), a 2-channel, Infrared Assistive Listening System (ALS) is provided. The system includes Transmitter/Radiator combo, (4) IR receivers, (4) Neck Loops, (4) Ear Speakers, Charging Tray and necessary signage.

Assumptions

1. Clear and unobstructed cable pathways [in the walls and above the ceiling grid] are available for the HDMI extender cable runs

2. Clear and unobstructed cable pathways [in the walls and above the ceiling grid] are available for the HDMI extender cable runs

3. Confirmation the in-wall and above-ceiling areas are free of any asbestos (current, stamped asbestos survey)

4. Installation labor (only) is quoted at current, prevailing wage rates. However, Certified Payroll is NOT required for this Scope of Work.

5. High-voltage (AC) electrical work is not included in this proposal.

6. There is a concern the current condition of the IT server rack and network infrastructure in the IDF/ Network closet could significantly impact the overall system performance in the Council Chambers, particularly with respect to streaming, recording, and Internet access. While work related to the IT/ Network/IDF closet is not included in this Scope of Work, it is strongly recommended that these issues be addressed as a matter of priority.
180
Council Chambers
Ceiling Loudspeakers
FF 220T - Full-Range Flat Field Speakers with 2' x 2' Low Profile Enclosure and 70/100 V Transformer, Pair
Audio System
4 $1,714.28
Audio Amplifier
NetPA 1001-70V AT, Dante Amplifier
2 $1,657.14
Audio Digital Signal Processor (DSP)
Network Core, 64x64 network I/O channels with 8x8 Software-based Dante license included, USB AV bridging, dual LAN ports, VoIP telephony, 8 AEC processors, Halfsize 1RU. 1 $1,752.00
Audio Software Programming License
Q-SYS Software-based Dante 32x32 Channel License, Perpetual. 1 $736.00
Audio Hardware Programming License
Q-SYS Core 8 Flex, Core Nano, NV-32-H (Core Capable) license for Microsoft Teams Room software features, enables both Q-SYS Scripting and UCI Deployment, Perpetual
1 $400.00
7" Touch Screen Controller
Q-SYS 7” PoE Touch Screen Controller for In-Wall Mounting.

Color - Black only
1 $1,524.00
Touch Screen Mount
Table top mounting accessory for TSC-70-G3 and TSC-101-G3. 1 $364.00
Audio Input Blocks
4-Input, Block connectors, Mic/Line Dante™ Audio Network Interface with Mic Logic, PEQ, and Audio Summing
2 $1,248.58
Table-Top Gooseneck Microphones
Cardioid-12" Desktop Gooseneck Condenser Microphone, Attached 10´ XLR Cable, Logic Functions, Programmable Switch and LED Indicator, Attached Desktop Base 8 $2,731.44
Audio System Total $12,127.44
Miscellaneous Installation Materials
Miscellaneous Materials
Installation materials, hardware, wire and cable for a complete installation. 1 $2,064.90
Miscellaneous Installation Materials Total $2,064.90 Rev. 0
Council Chambers Renovation - Audio Upgrade
Project No : 249845 3/26/2025

181
Production/Control Location Equipment
Rack Mounted AC Power Distribution
20A 9-Outlet, Multi-stage Surge Protection
1 $203.28
Production/Control Location Equipment Rack
18Space 24''D rack Config with Space, Front door, Rap, (3)Shelves, (3)panels 1 $501.09
Production/Control Location Equipment Total $704.37 Assistive Listening System (ALS) + Network Audio
Assistive Listening System
Designed for small or mid-size venues with up to 100 seats, the LS-92 helps to ensure compliance for courtrooms, boardrooms, classrooms, and more. The system includes our LT-84 ListenIR Transmitter/Radiator Combo, Several LR-4200-IR iDSP receivers, and a LA-381 Intelligent 12-unit Charging Tray. 1 $2,468.28
(Dante) Audio Network Switch
10-port network switch preconfigured for Q-SYS Audio, Video and Control with 8x PoE++ ports and 720 Watts PoE budget. Features advanced QoS and IGMP configuration to also support AES67 and Dante within the same VLAN. 1 $2,396.00
Assistive Listening System + Network Audio Total $4,864.28 Professional Services
Professional Services
Services Include: CAD, Design, Engineering, Integration, Project Management, Procurement, Commissioning, Training
1 $24,945.44
Professional Services Total $24,945.44
Council Chambers Audio System Total $44,706.43 Project Subtotal: $44,706.43
Rev. 0
Council Chambers Renovation - Audio Upgrade
Project No : 249845 3/26/2025

182

P ROJ E C T S U M M A RY
Equipment: $20,205.17
Labor: $24,501.26
Sales Tax: $1,868.97
Grand Total: $46,575.40
Client: Megan Hunter Date:

Contractor: One Workplace Date:

Rev. 0
Council Chambers Renovation - Audio Upgrade
Project No : 249845 3/26/2025

I, Megan Hunter do hereby authorize One Workplace L. Ferrari, LLC to invoice the following amount for services rendered. One Workplace L. Ferrari, LLC will issue invoices per the following terms:

Customer agrees to pay One Workplace L. Ferrari, LLC per the following:
· Due to the current supply shortage, equipment pricing and availability can NOT be guaranteed. Also note if pricing does increase or if we need to purchase equipment elsewhere at a higher price (due to availability), the additional cost will be presented and must be approved by the client prior to ordering equipment.
· Sales taxes are at current rates, but subject to change without notice to those applicable at the time of invoicing
· All prices are guaranteed for 30 days from date of quotation unless otherwise specified in a Master Services Agreement (MSA)
· Payment in Full, unless noted below for projects in excess of 30 day duration · For projects that have a duration longer than 30 days One Workplace L. Ferrari, LLC will issue an invoice upon the completion of the following milestones:
· Materials and Labor will be invoiced based upon project milestones listed below.

Payment Schedule Amount Due Date
Deposit Due at Project Start $23,287.70
Due Upon Completion $23,287.70
183

P RO P O S A L
Council Chambers Renovation
Video Displays and AV Raceway
City of Soledad
248 Main Street
Soledad, CA 93960 United States
Presented By:

One Workplace
Revision:
3/20/2025
1 h t t p : / / W W W . O N E W O R K P L A C E . C O M 2500 De La Cruz Blvd.

Santa Clara, CA 95050 U.S.A
669 800 2500
http://WWW.ONEWORKPLACE.COM
Modified:

Exhibit A
184

S C O P E O F W O R K
Rev. 1
Council Chambers Renovation Displays and AV Raceway
Project No : P-0235 3/11/2025

This proposal includes the installation of a audiovisual (microphone) wire and cable raceway to the dais and public podium location and the installation of two (2), wall-mounted overflow video displays at the front of the council chambers.

Dais & Podium
In order to provide an audiovisual wire & cable pathway, and AC power to the Dais and the Public Podium location, One Workplace will provide and install two (2) over-floor raceways from the [back] wall, behind the dais, under the dais, to the public podium location. One Workplace will use the over-floor raceways to run wire and cable from the existing equipment rack in the closet to the new microphones on the the dais and at the public podium.

Video Displays
In order to accommodate overflow viewing of shared content to attendees seated towards the rear of the council chambers, One Workplace will provide and install two (2) 65" flat panel displays at the front of the council chambers, one at each either side of the dais. The 65" displays will be installed on articulating wall mounts that allow the 65" displays to be angled towards the seating area for optimal viewing. The two (2) 65" displays will be connected to two (2) wall plate transmitters at the production/control location and will display the same video image on both displays. A 1x2 HDMI distribution amplifier allows a single HDMI output from a laptop PC at the production/control location to feed both displays.

Assumptions

1. If any carpet-related work is required to accommodate the over-floor raceway, a carpet trade resource shall be provided by the City or by the General Contractor to complete any carpet-related work.

2. Clear and unobstructed cable pathways [in the walls and above the ceiling grid] are available for the HDMI extender cable runs

3. Confirmation the in-wall and above-ceiling areas are free of any asbestos (current, stamped asbestos survey)

4. AV-related infrastructure (i.e. - AC power receptacles and data jacks behind the display locations) is provided by others and is in-place prior to the 65" display and wall-mount installation.

5. The wall structure where the 65" displays and wall mounts will be installed is properly constructed (i.e. load-baring or secured to deck) and that proper backing has been installed to support the shear weight of the 65" displays on the articulated wall-mounts.

6. Installation labor (only) is quoted at current, prevailing wage rates. However, Certified Payroll is NOT required for this Scope of Work.

7. High-voltage (AC) electrical work is not included in this proposal.

8. There is a concern the current condition of the IT server rack and network infrastructure in the IDF/ Network closet could significantly impact the overall system performance in the Council Chambers, particularly with respect to streaming, recording, and Internet access. While work related to the IT/ Network/IDF closet is not included in this Scope of Work, it is strongly recommended that these issues be addressed as a matter of priority.
185
Council Chambers
Cable Pathway
Over-Floor Raceway System with AC Power
Two (2) over-floor raceways with 12' of raceway, one 90 degree turn and end box and wall entry. Slate color with cable spline. Includes AC power extension to table & undertable outlets
2 $2,924.98
Over-Floor Raceway Total $2,924.98
Overflow Displays
65" Commercial Displays
65-inch Commercial 4K UHD Display, 350 NIT, 16/7 Operation 2 $2,592.30
Dual Swing Arm Wall Display Mounts
Low-profile tilt Provides up to 15° of effortless fingertip tilt to achieve optimal viewing angles. Post-installation lateral shift allows up to 16"(406 mm) of adjustment. UL Listed, 125 lbs weight capacity. 2 $1,129.82
Overflow Displays Total $3,722.12
Professional Services
Professional Services
Services Include: CAD, Design, Engineering, Integration, Project Management, Procurement, Commissioning, Training
1 $13,214.40
OWP Miscellaneous Installation Material
Miscellaneous Installation materials and hardware
1 $428.57
Professional Services Total $13,642.97
Video Components
1x2 HDMI Distribution Amplifier
One (1) Input to Two (2) Output HDMI distribution amplifier to split Laptop PC output to Left and Right Dislays
1 $645.83
HDMI Receivers
HDMI Receiver at each display to receive HDMI signal from HDMI Transmitter wall plates at production/control location.
2 $791.66
Rev. 1
Council Chambers Renovation Displays and AV Raceway
Project No : P-0235 3/20/2025

186
HDMI Wall Plate Transmitters
1-Gang HDMI Transmitter Decora Wall Plate. Transmits HDMI signal from production/control location on side wall to Left and Right Displays. 2 $972.22
6' Ultra Flexible HDMI Cable
6' Ultra Flexible HDMI Cable to run from Laptop PC to HDMI distribution amplifier. 1 $58.11
9' Ultra Flexible HDMI Cables
9' Ultra Flexible HDMI cables to run from HDMI distribution amplifier outputs to HDMI wall plates and from the HDMI receivers to each display. 4 $264.88
Mounting Kits
Low-Profile Mount Kits for HDMI distribution amplifier and two (2) HDMI receivers. 3 $125.67
Video Components Total $2,858.37
Council Chambers Total $23,148.44
Project Subtotal: $23,148.44
Rev. 1
Council Chambers Renovation Displays and AV Raceway
Project No : P-0235 3/20/2025

187

P ROJ E C T S U M M A RY
Equipment: $10,152.62
Labor: $12,995.82
Sales Tax: $939.10
Grand Total: $24,087.54
Client: Megan Hunter Date:

Contractor: One Workplace Date:

Rev. 1
Council Chambers Renovation Displays and AV Raceway
Project No : P-0235 3/20/2025

I, Megan Hunter do hereby authorize One Workplace L. Ferrari, LLC to invoice the following amount for services rendered. One Workplace L. Ferrari, LLC will issue invoices per the following terms:

Customer agrees to pay One Workplace L. Ferrari, LLC per the following:
· Due to the current supply shortage, equipment pricing and availability can NOT be guaranteed.

Also note if pricing does increase or if we need to purchase equipment elsewhere at a higher price (due to availability), the additional cost will be presented and must be approved by the client prior to ordering equipment.
· Sales taxes are at current rates, but subject to change without notice to those applicable at the time of invoicing
· All prices are guaranteed for 30 days from date of quotation unless otherwise specified in a Master Services Agreement (MSA)
· Payment in Full, unless noted below for projects in excess of 30 day duration · For projects that have a duration longer than 30 days One Workplace L. Ferrari, LLC will issue an invoice upon the completion of the following milestones:
· Materials and Labor will be invoiced based upon project milestones listed below.

Payment Schedule Amount Due Date
Deposit Due at Project Start $12,043.77
Due Upon Completion $12,043.77
188
SUBJECT: Discussion on Designated Council Representative for Legislative Advocacy TO: Honorable Mayor Velazquez and City Council
FROM: Megan Hunter, City Manager

COUNCIL COMMUNICATION
THROUGH: Megan Hunter, City Manager

MEETING
DATE: April 2, 2025
The City Council will discuss the potential designation of a specific Councilmember(s) responsible for advocating for the City's position on legislative matters and/or to support federal and state funding. The discussion will also include any direction to representative(s) attending the 2025 California League of Cities Leaders Summit.

AGENDA ITEM NO. 5.
189