Sonoma City Council
April 3, 2024

City Council:

John Gurney, Mayor
Patricia Farrar-Rivas, Vice
Mayor
Jack Ding
Sandra Lowe
Ron Wellander

REGULAR MEETING AGENDA

OF THE SONOMA CITY COUNCIL
City Council Chambers, 177 First Street West
Wednesday, April 3, 2024
https://us06web.zoom.us/j/84876986131
6:00 PM Regular Meeting

ACCESSING PUBLIC MEETINGS
As a public service to the community, City Council meetings are held in-person, and viewable through a live webcast on the City’s CivicWeb Portal at https://sonomacity.civicweb.net/Portal/Video.aspx, City of Sonoma YouTube channel at https://www.youtube.com/channel/UChZjUrg2rNLYxTgQHhFy-Tg, and televised on Comcast Cable Channel 27. Members of the public can also view the meeting via ZOOM, at https://us06web.zoom.us/j/84876986131.

If a technical issue arises with Zoom video or the listening phone dial-in option, the City Council meeting will continue unless a Council Member is participating remotely pursuant to the provisions of Assembly Bill 2449.

To prevent public meeting interruptions by individuals making comments not pertaining to items under the City of Sonoma’s jurisdiction, public participation via Zoom will be suspended for all City Council meetings, as well as meetings of other City commissions and committees. The City will reassess the need for reinstating public participation via Zoom in the next 90 days.

Members of the public who wish to address the Council by providing public comments during the meeting may do so in-person in the Council Chambers at 177 First Street West, where the meeting is being publicly held. As an alternative, members of the public may also provide written public comment submitted via the City’s online Public Comment form at https://sonomacity.civicweb.net/Portal/CitizenEngagement.aspx or by email to:
[email protected]
In the event a Council Member participates remotely for just cause or an emergency circumstance under Assembly Bill 2449, the City will allow for public comment through the Zoom link.

In accordance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (707) 933-2216. Notification 48 hours before the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

Be Courteous - TURN OFF your cell phones and watches while the meeting is in session.

The City Council may discuss and/or take action on any or all of the items listed on the agenda irrespective of how the items are described.

No new items will begin after 9:00pm unless a majority of the members present vote to allow the items to be heard.

Page

6:00 P.M. – REGULAR MEETING

CONVENE, CALL TO ORDER & PLEDGE OF ALLEGIANCE
ROLL CALL (Ding, Lowe, Farrar-Rivas, Wellander, Gurney)

REPORT ON CLOSED SESSION

APPROVAL OF AGENDA

1. COMMENTS FROM THE PUBLIC
At this time, members of the public may comment on any item not appearing on the agenda. It is recommended that you keep your comments to three minutes or less. Under State Law, unless otherwise permitted under the Ralph M. Brown Act, the merits of the matters presented under this item cannot be discussed or acted upon by the City Council at this time. For items appearing on the agenda, the public will be invited to make comments at the time the item comes up for Council consideration. Upon being acknowledged by the Mayor, please step to the podium and speak into the microphone. Begin by stating and spelling your name.

2. MEETING DEDICATIONS

3. COUNCILMEMBERS’ REPORTS AND COMMENTS

3.1: Committee Reports - Council Members are appointed to various boards and committees - local, county-wide and regional. Any updates from a council member will be shared at this time. A list of all appointments is available on our City Website for easy reference.

4. CITY MANAGER COMMENTS AND ANNOUNCEMENTS

5. CITY ATTORNEY COMMENTS

6. PRESENTATIONS

6.1: Proclamation Celebrating Sebastiani Theatre's 90th Anniversary

6.2: By Names List (BNL) Program Update - Unhoused Coordinated Entry for Sonoma Valley

7. CONSENT CALENDAR – CITY COUNCIL
All items listed on the Consent Calendar are considered to be routine and will be acted upon by a single motion. There will be no separate discussion of these items unless members of the Council or staff request specific items to be removed for separate action.

7.1: Waive further reading and Authorize Introduction and/or Adoption of Ordinances by Title Only. (Standard procedural action - no backup information provided)

7.2: Adopt a Resolution Approving the Final Map for a 15-Lot Condominium Residential Development of Nine Single Family Residences and Three Duplex Buildings (Containing Six Units), known as Hummingbird Cottages, Located at 19910 Fifth Street West (APN: 128- 061-001) (Jennifer Gates, Community Development Director)
RECOMMENDATION: Adopt the resolution.

Agenda Report - Hummingbird Final Map - Pdf
4 - 14

7.3: Adopt a Resolution Authorizing the City Manager to Execute a Professional Services Agreement with Olaunu, LLC, to Provide As-Needed Engineering and Project Management Consulting Assistance in an Amount Not to Exceed $25,000 (Mike Berger, Public Works Director)
RECOMMENDATION: Adopt the resolution.
15 - 48

Agenda Report - PSA - Olaunu, LLC - Pdf

7.4: Adopt a Resolution Authorizing the City Manager to Execute a Letter of Engagement with Baker Tilly US, LLP in an Amount not to Exceed $125,000 to Plan, Organize and Prepare the City's FY2024-25 Budget; Forecast City Revenues, Expenditures and Year-End Fund Balances, Provide Advice on Financial Practices, Policies and Issues, Conduct Analyses and Support Current Auditing Activities (David Guhin, City Manager) RECOMMENDATION: Adopt the resolution.

Agenda Report - Baker Tilly Finance Consultant Contract - Pdf 49 - 55

8. PUBLIC HEARING

9. REGULAR CALENDAR – CITY COUNCIL
(Matters requiring discussion and/or action by the City Council)

10. ADJOURNMENT
I do hereby certify that a copy of the foregoing agenda was posted as legally required. Monique Saviez, Deputy City Clerk.
*********************************************************************************************************************************** Copies of all staff reports and documents subject to disclosure that relate to any item of business referred to on the agenda are usually available for public inspection the Wednesday before each regularly scheduled meeting at City Hall, located at No. 1 The Plaza, Sonoma CA. Any documents subject to disclosure that are provided to all, or a majority of all, of the members of the City Council regarding any item on this agenda after the agenda has been distributed will be made available for inspection at the City Clerk’s office, No. 1 The Plaza, Sonoma CA during regular business hours. If you challenge the action of the City Council in court, you may be limited to raising only those issues you or someone else raised at the public hearing described on the agenda or in written correspondence delivered to the City Clerk at or prior to the public hearing.

In accordance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (707) 933-2216. Notification 48 hours before the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

Appointments to Commission/Committees: The Council may establish and make appointments to a Council committee (made up of two Council Members) with respect to any item appearing on this agenda.

Closed Session: If action is taken during a Closed Session meeting that is required to be reported out at this meeting, the Council will return to Open Session and report out immediately. However, if the Council is unable to do so due to time constraints, it will report out at the immediately following Regular Council Meeting under "REPORT ON CLOSED SESSION".

Motion for Consideration: A Council Member voting with the majority on any item appearing on this agenda may move for reconsideration of that vote provided the motion is in conformance with the rules adopted by the Council governing such motions.

City of Sonoma
Agenda Item Summary
Meeting: City Council - 03 Apr 2024
Department
Public Works
Staff Contact
Jennifer Gates, AICP, Community Development
Director
Agenda Item Title
Adopt a Resolution Approving the Final Map for a 15-Lot Condominium Residential Development of nine single family residences and three duplex buildings (containing six units), known as Hummingbird Cottages, located at 19910 Fifth Street West (APN: 128- 061- 001).

Summary
On June 2, 2022 the Planning Commission approved a Vesting Tentative Map to subdivide ±1.5-acre parcel Street into an 15-Lot Residential Development with nine single family residences and three duplex buildings (containing six units), known as Hummingbird Cottages. In so doing, the Planning Commission found the Map to be exempt from CEQA as an in-fill project.

The project site is a vacant, ±1.5-acre parcel located on the southeast corner of Fifth Street West and West MacArthur Street. The property frontage on Fifth Street West and West MacArthur Street are improved with curb, gutter, sidewalk.

The City Engineer has reviewed the Final Map and Improvement Plans and has determined that they are in compliance with the Subdivision Map Act and the City’s development code.

The City Engineer has also determined that the Final Map and Improvement Plans are in substantial conformance with the approved Vesting Tentative Map.

Once the City Engineer finds the Final Map to be in substantial compliance with the Vesting Tentative Map, the City Council has no discretion other than to approve the Final Map. The City Council’s action in this regard is considered ministerial.

All conditions of approval imposed as part of the approval of the Vesting Tentative Map which had to be satisfied prior to approval of the final map by the City Council have been fulfilled.

Any other conditions imposed as part of the approval of the Vesting Tentative Map are required to be complied with in accordance with and by the deadlines specified in the Vesting Tentative Map’s conditions of approval. Of particular note, the conditions require the subdivider to enter into an Affordable Housing Agreement (AHA) (Condition No. 10) ensuring that the prescribed number of units be set aside for income-eligible families. That AHA is subject to the review and approval of the Planning Director and City Attorney and is required to be recorded concurrent with the recording of the Final Map with the County Recorder’s Office.

Under the California Subdivision Map Act and the City’s subdivision ordinance, all public improvements are required to be constructed as part of this project must be completed prior to the final map’s approval by the City Council, unless the subdivider and City enter into a Subdivision Improvement Agreement by which the subdivider guarantees completion of the improvements by a date certain – an agreement that must be secured by bonds. The public Agenda Item #7.2:

improvements identified in the approved Improvement Plans have not yet been completed.

Thus, the developer/subdivider desires to execute a Subdivision Improvement Agreement per Sonoma Municipal Code 19.70.040. The agreement has been executed by the City and subdivider and bonded as required by the conditions of approval and state and local law.

The California Environmental Quality Act (CEQA, Section 21000, et seq. of the California Public Resources Code), requires analysis of the environmental impacts of agency approvals of discretionary “projects.” A “project,” under CEQA, is defined as “the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.” In approving the subject Vesting Tentative Map, the Planning Commission found that action to be exempt from CEQA because the project is considered an “in fill” project pursuant to CEQA Guidelines Section 15332. The proposed Final Map is a project under CEQA. However, because adoption of the Final Map is a ministerial act on the part of the City Council, it is exempt from CEQA under CEQA Guidelines Section 15268(b).

Recommended Council Action
City Council adopt a resolution approving the Final Map for the 15-Lot Condominium Residential Development of nine single family residences and three duplex buildings (containing six units), known as Hummingbird Cottages, located at 19910 Fifth Street West (APN: 128- 061-001).

Alternative Actions
City Council has no discretion other than to approve the Final Map. The City Council’s action in this regard is considered ministerial.

Financial Impact
The City of Sonoma will accept responsibility for the public improvements when constructed by the developer.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Final Map Resolution Hummingbird
HUMMINGBIRD COTTAGES FM_2024-03-21
Site Plan
Alignment with Council Goals:

Compliance with Climate Action 2020 Target Goals:

CC:

Agenda Item #7.2:

n/a
Agenda Item #7.2:

CITY OF SONOMA
RESOLUTION NO. __ -2024

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA
APPROVING THE FINAL MAP FOR THE 15-LOT CONDOMINIUM RESIDENTIAL

DEVELOPMENT OF NINE SINGLE FAMILY RESIDENCES AND THREE DUPLEX

BUILDINGS (CONTAINING SIX UNITS), KNOWN AS HUMMINGBIRD COTTAGES, LOCATED AT 19910 FIFTH STREET WEST (APN: 128- 061-001)
WHEREAS, on June 2, 2022, the Planning Commission approved a Vesting Tentative Map to subdivide a ±1.5-acre parcel Street into an 15-Lot Residential Development with nine single family residences and three duplex buildings (containing six units), known as Hummingbird Cottages; and
WHEREAS, the City Engineer has reviewed the Final Map and has determined that it complies with all applicable provisions of the development code and the Subdivision Map Act; and,
WHEREAS, the City Engineer has reviewed the Final Map and has determined that it is in substantial conformance with the Vesting Tentative Map approved on June 2, 2022; and,
WHEREAS, under the law, in the event the developer fails to complete all of the public improvements required to be constructed as part of this subdivision, the developer is required to enter into a bonded Subdivision Improvement Agreement (“SIA”) guaranteeing completion of those improvements by a date certain. Entering into that SIA must occur prior to approval of the Final Map; and, WHEREAS, the developer has not completed all of said public improvements but is desirous of securing approval of its Final Map; and
WHEREAS, the City staff prepared a Subdivision Improvement Agreement with appropriate bonds in forms that have been approved by the City Attorney; and, WHEREAS, the developer of the Hummingbird Cottages subdivision, Civic Park Hummingbird Cottages, LLC, a California limited liability company, has executed the Subdivision Improvement Agreement and posted adequate bonds with the City and that SIA is to be recorded in the Official Records of the County of Sonoma prior to recording the Final Map in the Official Records of the County of Sonoma; and, WHEREAS, all conditions of approval imposed as part of the approval of the Vesting Tentative Map which had to be satisfied prior to approval of the Final Map by the City Council have been fulfilled. Any other conditions imposed as part of the approval of the Vesting Tentative Map are required to be complied with in accordance with and by the deadlines specified in the Vesting Tentative Map’s conditions of approval; and
WHEREAS, the Vesting Tentative Map conditions of approval require the developer to enter into an Affordable Housing Agreement (“AHA”) with the City to ensure that the affordable housing units the developer is required to construct shall be made available to income-eligible families and will remain affordable for the foreseeable future. Pursuant to the conditions of approval, said AHA shall be subject to the review Agenda Item #7.2:

and approval of the Planning Director and City Attorney and recorded concurrent with the recording of the Final Map at the County.

NOW, THEREFORE, THE CITY COUNCIL FOR THE CITY OF SONOMA RESOLVES AS FOLLOWS:

1. The findings and factual statements set out above in the recitals are adopted by the City Council as its own.

2. The Final Map is in substantial conformance with the Vesting Tentative Map approved by the Planning Commission on June 2, 2022 pertinent to 19910 Fifth Street West, Sonoma, CA.

3. The City Council of the City of Sonoma hereby approves the Final Map, subject to the subdivider timely complying with all of the Vesting Tentative Map’s conditions of approval which remain unsatisfied.

4. Civic Park Hummingbird Cottages, LLC shall indemnify and hold the City and its officers and employees harmless pursuant to Cal. Gov’t Code section 66474.9.

5. The proposed Final Map is a project under the California Environmental Quality Act. However, because adoption of the Final Map is a ministerial act on the part of the City Council, it is exempt from CEQA under CEQA Guidelines Section 15268(b).

ADOPTED the 3rd day of April 2024, by the following vote:

AYES:

NOES:

ABSENT:
_____________________________
John Gurney, Mayor
ATTEST:
__________________________
Rebekah Barr, MMC
City Clerk
Agenda Item #7.2:

OWNER'S ACKNOWLEDGMENT
1 COUNTY RECORDER'S STATEMENT

OWNER'S STATEMENT

HUMMINGBIRD COTTAGES
CONSISTING OF 5 SHEETS, A 1 LOT SUBDIVISION FOR 15 CONDOMINIUMS

CITY OF SONOMA, SONOMA COUNTY, CALIFORNIA
BEING A SUBDIVISION OF LOT 4 OF "TRACT NO. 10 MAP OF HARRINGTON TRACT", FILED IN BOOK 58 OF MAPS, PAGE 1, SONOMA COUNTY RECORDS.

MARCH 2024

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
3384-000 SHEET OF 5

SURVEYOR'S STATEMENT
Agenda Item #7.2:

2 HUMMINGBIRD COTTAGES
CONSISTING OF 5 SHEETS, A 1 LOT SUBDIVISION FOR 15 CONDOMINIUMS

CITY OF SONOMA, SONOMA COUNTY, CALIFORNIA
BEING A SUBDIVISION OF LOT 4 OF "TRACT NO. 10 MAP OF HARRINGTON TRACT", FILED IN BOOK 58 OF MAPS, PAGE 1, SONOMA COUNTY RECORDS.

MARCH 2024

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
3384-000 SHEET OF 5

SOILS/GEOTECHNICAL REPORT

CITY CLERK'S STATEMENT

CITY ENGINEER'S STATEMENT

CITY SURVEYOR'S STATEMENT

COUNTY CLERK'S CERTIFICATION

COUNTY TAX COLLECTOR'S STATEMENT

TRUSTEE ACKNOWLEDGMENT

TRUSTEE STATEMENT
Agenda Item #7.2:

WEST MACARTHUR STREET 5TH STREET WEST HAYES STREET

FORTUNI COURT

SANCHEZ COURT
3 40'

GRAPHIC SCALE
40' 0' 20' 40' 80' 160'
3384-000 SHEET OF 5

HUMMINGBIRD COTTAGES
CONSISTING OF 5 SHEETS, A 1 LOT SUBDIVISION FOR 15 CONDOMINIUMS

CITY OF SONOMA, SONOMA COUNTY, CALIFORNIA
BEING A SUBDIVISION OF LOT 4 OF "TRACT NO. 10 MAP OF HARRINGTON TRACT", FILED IN BOOK 58 OF MAPS, PAGE 1, SONOMA COUNTY RECORDS.

SCALE: 1" = MARCH 2024

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
BASIS OF BEARINGS:

LEGEND:

REFERENCES:

APN: NOTE: MANOR DRIVE Agenda Item #7.2:

WEST MACARTHUR STREET 5TH STREET WEST HAYES STREET
LOT 1

FORTUNI COURT

SANCHEZ COURT
4 30'

GRAPHIC SCALE
30' 0' 15' 30' 60' 120'
3384-000 SHEET OF 5

HUMMINGBIRD COTTAGES
CONSISTING OF 5 SHEETS, A 1 LOT SUBDIVISION FOR 15 CONDOMINIUMS

CITY OF SONOMA, SONOMA COUNTY, CALIFORNIA
BEING A SUBDIVISION OF LOT 4 OF "TRACT NO. 10 MAP OF HARRINGTON TRACT", FILED IN BOOK 58 OF MAPS, PAGE 1, SONOMA COUNTY RECORDS.

SCALE: 1" = MARCH 2024

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
BASIS OF BEARINGS:

LEGEND:

REFERENCES: MANOR DRIVE

DETAIL A

DETAIL B
Agenda Item #7.2:

5 ADDITIONAL INFORMATION SHEET
NOTES:

HUMMINGBIRD COTTAGES
CONSISTING OF 5 SHEETS, A 1 LOT SUBDIVISION FOR 15 CONDOMINIUMS

CITY OF SONOMA, SONOMA COUNTY, CALIFORNIA
BEING A SUBDIVISION OF LOT 4 OF "TRACT NO. 10 MAP OF HARRINGTON TRACT", FILED IN BOOK 58 OF MAPS, PAGE 1, SONOMA COUNTY RECORDS.

MARCH 2024

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
3384-000 SHEET OF 5
Agenda Item #7.2:

Agenda Item #7.2:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 03 Apr 2024
Department
Public Works
Staff Contact
Michael Berger, Public Works Director
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute a Professional Services Agreement with Olaunu, LLC, to Provide As-Needed Engineering and Project Management Consulting Assistance in an Amount Not to Exceed $25,000 Summary
On November 30, 2023, the City Manager approved a Professional Services Agreement with Olaunu, LLC, for an amount not to exceed $25,000. Olaunu was able to quickly provide a professional with extensive public works engineering and project management experience to help fill the gap created when the Public Works Administrative and Project Manager position became vacant. Since then, Olaunu has been essential to the continued progress of the Plaza Park Proposition 68 grant project, Advanced Metering Infrastructure Project, and other key activities on a part-time basis.

The recruitment process to fill the vacant position is ongoing but not yet completed. To ensure continued progress on key public works projects, the staff recommends approval of another agreement with Olaunu, LLC. City Council approval is required since the recommended action would increase Olaunu’s total compensation above the City Manager’s authority.

Included as an attachment is a copy of the proposed agreement. It is the City's standard Professional Services Agreement template which has been recently updated and approved by the City Attorney. There may be some slight changes in the insurance coverage, however, if there are they will not affect the terms of the agreement.

Recommended Council Action
Adopt the resolution authorizing the City Manager to execute the Professional Services Agreement.

Alternative Actions
Council discretion.

Financial Impact
This agreement will be funded with salary savings from a Public Works position that is currently vacant.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Approved/Certified
No Action Required
Action Requested
Agenda Item #7.3:

Not Applicable
Attachments
Resolution - Olaunu Contract Award
Professional Services Agreements - Design Professional Services Agenda Item #7.3:

City of Sonoma
RESOLUTION # ____- 2024

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA AUTHORIZING THE

CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH

OLAUNU, LLC TO PROVIDE AS-NEEDED ENGINEERING AND PROJECT MANAGEMENT CONSULTING ASSISTANCE IN AN AMOUNT NOT TO EXCEED $25,000 WHEREAS, on November 30, 2023, City Manager approved a Professional Services Agreement with Olaunu, LLC, for an amount not to exceed $25,000, to provide public works engineering and project management support to help fill the gap created when the Public Works Administrative and Project Manager position became vacant; and WHEREAS, Olaunu, LLC, has ensured continued progress on the Plaza Park Proposition 68 grant project, Advanced Metering Infrastructure Project, and other key activities on a part-time basis; and
WHEREAS, the recruitment process to fill the vacant position is ongoing but not yet completed; and
WHEREAS, to ensure continued progress on key public works projects, continued as-needed assistance from Olaunu, LLC is required.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Sonoma that the City Manager is authorized to execute a Professional Services Agreement with Olaunu, LLC, to provide as-needed engineering and project management consulting assistance in an amount not to exceed $25,000.

RESOLVED, PASSED, AND ADOPTED this 3rd day of April 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
John Gurney, Mayor
ATTEST:
________________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.3:

Professional Services Agreement — Design Professionals
(City of Sonoma / [Company or Individual])
336577.2 Page 1 of 26
Approved for use 12/28/2023

PROFESSIONAL SERVICES AGREEMENT

FOR DESIGN PROFESSIONALS
(City of Sonoma / [Company or Individual])

1. IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the City of Sonoma, a California municipal corporation (“City”), and ______________________ [enter consultant’s (company’s) name], a ____________________________ [insert consultant’s state of incorporation] ____________________________ [insert consultant’s legal status, e.g., individual, partnership, corporation, nonprofit public benefit corporation, limited liability company, etc.] (“Consultant”) (collectively, “parties”).

2. RECITALS

2.1 City has determined that it requires the following professional services from a consultant: _________________________ [insert description of consultant’s services].

2.2 Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

2.3 City has relied upon the professional ability and training of the Consultant as a material inducement to enter into this Agreement. Consultant shall perform in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Consultant’s work by City shall not operate as a waiver or release. Consultant represents and warrants to City that (a) it has all licenses, permits, qualifications, insurance and approvals of whatever nature which are legally required for Consultant to practice its profession, and (b) it shall, at its sole cost, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance and approvals which are legally required for Consultant to practice its profession. Consultant shall indemnify and hold Agenda Item #7.3:

Professional Services Agreement — Design Professionals
(City of Sonoma / [Company or Individual])
336577.2 Page 2 of 26
Approved for use 12/28/2023
harmless the City from and against any and all claims or expenses caused or occasioned directly or indirectly by Consultant’s failure to so perform.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:

3. DEFINITIONS

3.1 “Agreement Administrator”: The Agreement Administrator for this project is [Name and title of City employee]. The Agreement Administrator shall be the principal point of contact at the City for this project. All services under this Agreement shall be performed at the request of the Agreement Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. City reserves the right to change this designation upon written notice to Consultant.

3.2 “Approved Fee Schedule” means such compensation rates are set forth in the Consultant’s ___________________ [insert date fee schedule submitted to City] fee schedule to City attached hereto as “Exhibit B” and fully incorporated herein by this reference. This fee schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties.

3.3 “Commencement Date” means ________________ [enter commencement date].

3.4 “Design Professional”: A Design Professional is any individual satisfying one or more of the following: (1) licensed as an architect pursuant to Business and Professions Code 5500 et seq., (2) licensed as a landscape architect pursuant to Business and Professions Code 5615 et seq., (3) licensed as a professional land surveyor pursuant to Business and Professions Code 8700 et seq., or (4) registered as a professional engineer pursuant to Business and Professions Code 6700 et seq.

3.5 “Design Professional Project Administrator” is ___________________ [enter name of Consultant’s contact for purposes of Agreement], and will be the principal point of contact for the Consultant.

3.6 “Maximum Amount” means the highest total compensation and costs payable to Consultant by City under this Agreement. The Maximum Agenda Item #7.3:

Professional Services Agreement — Design Professionals
(City of Sonoma / [Company or Individual])
336577.2 Page 3 of 26
Approved for use 12/28/2023
Amount under this Agreement is ____________________ Dollars ($_______________).

3.7 “Scope of Services” means such professional services as are set forth in Consultant’s ___________________ [insert consultant’s proposal date] proposal to City attached hereto as Exhibit A and incorporated herein by this reference.

3.8 “Termination Date” means __________________ [enter termination date].

4. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Termination Date unless extended in writing by mutual agreement of the parties or terminated earlier in accordance with section 16 (“Termination”) below. Consultant may request extensions of time to perform the services required hereunder. Such extensions shall be effective if authorized in advance by City in writing and incorporated in written amendments to this Agreement.

5. CONSULTANT’S DUTIES

5.1 Services. Consultant shall perform the services identified in the Scope of Services. City shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement. In performing services under this Agreement, Consultant shall coordinate all contact with the City through its Agreement Administrator. All changes and/or extra work shall be performed and paid for in accordance with the following:

5.1.1 Only the City [enter department head] or City Council may authorize extra and/or changed work. Consultant expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Consultant to secure the Council’s or City [enter department head]’s authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in the Maximum Amount due to such unauthorized work and Consultant thereafter shall be entitled to no compensation whatsoever for performance of such work.

Agenda Item #7.3:

Professional Services Agreement — Design Professionals
(City of Sonoma / [Company or Individual])
336577.2 Page 4 of 26
Approved for use 12/28/2023

5.1.2 If the Consultant is of the opinion that any work s/he has been directed to perform is beyond the scope of this Agreement and constitutes extra work, s/he shall promptly notify the Agreement Administrator of this opinion. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Agreement and constitutes extra work. In the event that the City determines that such work does constitute extra work, it shall provide extra compensation to the Consultant on a fair and equitable basis. A Supplemental Agreement providing for such compensation for extra work shall be negotiated between the City and the Consultant. Such Supplemental Agreement shall be executed by the Consultant and be approved by the City in accordance with its purchasing policy.

5.1.3 In the event City determines that such work does not constitute extra work, Consultant shall not be paid extra compensation above that provided herein and if such determination is made by City staff, this determination may be appealed to the City Council as long as a written appeal is submitted to the City Manager within five (5) days after the staff’s determination is received by the Consultant. Any written appeal shall include a description of each and every ground upon which Consultant challenges the staff’s determination. The City Council’s decision shall be final.

5.2 Consultant Standards. Consultant shall perform all work to the highest standards of Consultant’s profession and in a manner reasonably satisfactory to City. Consultant shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules, and regulations in any manner affecting the performance of this Agreement, including all Cal/OSHA requirements, the conflict of interest provisions of Government Code § 1090 and the Political Reform Act (Government Code § 81000 et seq.).

5.3 Coordination with City. In performing services under this Agreement, Consultant shall coordinate all contact with City through its Agreement Administrator.

5.4 Budgetary Notification. In no event shall the total compensation and costs payable to Consultant under this Agreement exceed the Maximum Amount unless specifically approved in advance and in writing by City.

Agenda Item #7.3:

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Consultant shall notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the Maximum Amount. Consultant shall concurrently inform the Agreement Administrator, in writing, of Consultant’s estimate of total expenditures required to complete its current assignments before proceeding, when the remaining work on such assignments would exceed the Maximum Amount.

5.5 Business License. Consultant shall obtain and maintain in force a City business license for the duration of this Agreement.

5.6 No Known Relationships. Consultant represents that it has no known relationships with third parties, City Council members, or employees of City which would (i) present a conflict of interest with the rendering of services under this Agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law, (ii) prevent Consultant from performing the terms of this Agreement, or (iii) present a significant opportunity for the disclosure of confidential information.

5.7 Avoid Conflicts. During the term of this Agreement, Consultant shall not perform any work for another person or entity for whom Consultant was not working at the Commencement Date if both (i) such work would require Consultant to abstain from a decision under this Agreement pursuant to a conflict of interest statute and (ii) City has not consented in writing to Consultant’s performance of such work.

5.8 Campaign Contribution Disclosure. This Agreement is subject to Government Code Section 84308, as amended by SB 1439. That statute requires Consultant to disclose any campaign contribution by the Consultant or the Consultant’s agent to City Councilmembers or other City officials of more than two-hundred and fifty dollars ($250) in the aggregate within the preceding twelve (12) months. Consultant shall provide a signed copy of the attached Campaign Contribution Disclosure Form, Exhibit C, with Consultant’s execution of this Agreement.

5.9 City Retains Responsibility for Contracting. Consultant’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent Agenda Item #7.3:

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or additional contract with the City. The City entering this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this Agreement.

5.10 Appropriate Personnel. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Design Professional Project Administrator shall be Consultant’s project administrator and shall have direct responsibility for management of Consultant’s performance under this Agreement. No change shall be made in Consultant’s project administrator without City’s prior written consent.

5.11 Substitution of Personnel. Any persons named in the proposal or Scope of Services constitutes a promise to the City that those persons will perform and coordinate their respective services under this Agreement.

Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. If City and Consultant cannot agree as to the substitution of key personnel, City may terminate this Agreement for cause.

5.12 Permits and Approvals. Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary for Consultant’s performance of this Agreement. This includes, but shall not be limited to, professional licenses, encroachment permits and building and safety permits and inspections.

5.13 Notification of Organizational Changes. Consultant shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Consultant’s firm or of any subcontractor. Change of Agenda Item #7.3:

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ownership or control of Consultant’s firm may require an amendment to this Agreement.

5.14 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 City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this 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 City, for a period of three (3) years after final payment under this Agreement.

6. SUBCONTRACTING

6.1 General Prohibition. This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Consultant shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement.

6.2 Consultant Responsible. Consultant shall be responsible to City for all services to be performed under this Agreement.

6.3 Identification in Fee Schedule. All subcontractors shall be specifically listed and their billing rates identified in the Approved Fee Schedule, Exhibit B. City shall pay Consultant for work performed by its subcontractors (including labor) only at Consultant’s actual cost plus an approved mark up as set forth in the Approved Fee Schedule, Exhibit B.

Consultant shall be liable and accountable for all payments, compensation, and federal and state taxes to all subcontractors performing services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any subcontractors.

Any changes must be approved by the Agreement Administrator in writing as an amendment to this Agreement.

Agenda Item #7.3:

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7. COMPENSATION

7.1 General. City agrees to compensate Consultant for the services provided under this Agreement, and Consultant agrees to accept payment in accordance with the Fee Schedule in full satisfaction for such services.

Compensation shall not exceed the Maximum Amount. Consultant shall not be reimbursed for any expenses unless provided for in this Agreement or authorized in writing by City in advance.

7.2 Invoices. Consultant shall submit to City an invoice, on a monthly basis or as otherwise agreed to by the Agreement Administrator, for services performed pursuant to this Agreement. Each invoice shall identify the Maximum Amount, the services rendered during the billing period, the amount due for the invoice, and the total amount previously invoiced. All labor charges shall be itemized by employee name and classification or position with the firm, the corresponding hourly rate, the hours worked, a description of each labor charge, and the total amount due for labor charges.

7.3 Taxes. City shall not withhold applicable taxes or other payroll deductions from payments made to Consultant except as otherwise required by law. Consultant shall be solely responsible for calculating, withholding, and paying all taxes.

7.4 Disputes. The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Consultant.

7.5 Additional Work. Consultant shall not be reimbursed for any expenses incurred for work performed outside the Scope of Services unless prior written approval is given by the City through a fully executed written amendment. Consultant shall not undertake any such work without prior written approval of the City.

7.6 City Satisfaction as Precondition to Payment. Notwithstanding any other terms of this Agreement, no payments shall be made to Consultant until City is satisfied that the services are satisfactory.

7.7 Right to Withhold Payments. If Consultant fails to provide a deposit or promptly satisfy an indemnity obligation described in section 11, City Agenda Item #7.3:

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shall have the right to withhold payments under this Agreement to offset that amount.

8. PREVAILING WAGE

8.1 Prevailing Wage Law Applies. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects including the design and preconstruction phases of a covered public works project. This Agreement is subject to prevailing wage law, for all work performed under the Agreement for which the payment of prevailing wages is required under the California Labor Code.

8.2 Indemnification; Prevailing Wage Law. Consultant shall defend, indemnify, and hold the City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure of Consultant to comply with the Prevailing Wage Laws.

9. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material, and all electronic files, including computer-aided design files, developed by Consultant in the performance of this Agreement (such written material and electronic files are collectively known as “written products”) shall be and remain the property of City without restriction or limitation upon its use or dissemination by City except as provided by law. Consultant may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Consultant.

10. RELATIONSHIP OF PARTIES

10.1 General. Consultant is, and shall at all times remain as to City, a wholly independent contractor.

10.2 No Agent Authority. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Consultant, its officers, employees and agents shall not have any power to bind or commit the City to any decision or course of action, and Consultant, its officers, employees and agents shall not Agenda Item #7.3:

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represent to any person or party that it or they are acting as agents of the City or that it or they have the power to bind or commit the City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.

10.3 Independent Contractor Status. Under no circumstances shall Consultant or its employees look to the City as an employer. Consultant shall not be entitled to any benefits. City makes no representation as to the effect of this independent contractor relationship on Consultant’s previously earned California Public Employees Retirement System (“CalPERS”) retirement benefits, if any, and Consultant specifically assumes the responsibility for making such a determination. Consultant shall be responsible for all reports and obligations including, but not limited to:
social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation, and other applicable federal and state taxes.

11. INDEMNIFICATION

11.1 Definitions. For purposes of this section 11, “Consultant” shall include Consultant, its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Consultant or its subcontractors, in the performance of this Agreement. “City” shall include City, its officials, officers, agents, employees and volunteers.

11.2 Consultant to Indemnify City. Where the services to be provided by Consultant under this Agreement are design professional services, as that term is defined under Civil Code Section 2782.8, Consultant agrees to indemnify, defend and hold harmless, the City, its officers, officials, employees and volunteers from any and all claims, demands, costs or liability that actually or allegedly arise out of, or pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant and its agents in the performance of services under this Agreement, but this indemnity does not apply to liability for damages for bodily injury, property damage or other loss, arising from the sole negligence, active negligence or willful misconduct by the City, its officers, official employees, and volunteers. If it is finally adjudicated that liability is caused by the comparative active negligence or willful misconduct of the Agenda Item #7.3:

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City, then Consultant’s indemnification and defense obligations shall be reduced in proportion to the established comparative liability of the City and shall not exceed the Consultant’s proportionate percentage of fault.

Accordingly, the parties intend the provisions of this indemnity provision to be interpreted and construed to provide the City with the fullest protection possible under the law, subject to the caveats included in this Agreement. Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to indemnify and protect City as set forth herein.

As respects all acts or omissions which do not arise directly out of the performance of design professional services, including but not limited to those acts or omissions normally covered by general and automobile liability insurance, and to the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City from and against any claims, demands, losses, liability of any kind or nature (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney’s fees and costs, court costs, interest, defense costs, and expert witness fees) where the same arise out of, are in connection with, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant, excepting those which arise out of the active negligence, sole negligence or willful misconduct of the City, its officers, officials, employees and volunteers.

11.3 Scope of Indemnity. Personal injury shall include injury or damage due to death or injury to any person, whether physical, emotional, consequential or otherwise. Property damage shall include injury to any personal or real property. Consultant shall not be required to indemnify City for such loss or damage as is caused by the sole negligence, active negligence or willful misconduct of the City. If it is finally adjudicated that liability is caused by the comparative negligence or willful misconduct of an indemnified party, then Consultant’s indemnification obligation shall be reduced in proportion to the established comparative liability.

11.4 Attorneys’ Fees. Such costs and expenses shall include reasonable attorneys’ fees for counsel of City’s choice, expert fees and all other costs and fees of litigation. Consultant shall not be entitled to any refund of Agenda Item #7.3:

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attorneys’ fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.

11.5 Defense Deposit. The City may request a deposit for defense costs from Consultant with respect to a claim. If the City requests a defense deposit, Consultant shall provide it within 15 days of the request.

11.6 Waiver of Statutory Immunity. The obligations of Consultant under this section 11 are not limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City.

11.7 Indemnification by Subcontractors. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section 11 from each and every subcontractor or any other person or entity involved in the performance of this Agreement on Consultant’s behalf. If Consultant fails to obtain such indemnity obligations from others, Consultant agrees to indemnify, hold harmless and defend City, from and against any and all claims, losses, costs and expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant’s subcontractors or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice.

11.8 Offset. City shall have the right to offset against any compensation due Consultant under this Agreement any amount due City from Consultant as a result of Consultant’s failure to pay City promptly any indemnification arising under this section 11 of this Agreement and any amount due City from Consultant arising from Consultant’s failure either to (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

11.9 Insurance Not a Substitute. City does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement. Consultant’s indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

Agenda Item #7.3:

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11.10 Civil Code. The parties are aware of the provisions of Civil Code Section 2782.8 relating to the indemnification and the duty and the cost to defend a public agency by a Design Professional and agree that this section 11 complies therewith.

11.11 Indemnification of CalPERS Determination. In the event that Consultant claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS 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.

11.12 No Employment Benefits. Notwithstanding any federal, state, or local policy, rule, regulation, law or ordinance to the contrary, Consultant shall not qualify for or become entitled to, and hereby agrees to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in CalPERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for CalPERS benefits.

12. INSURANCE

12.1 Insurance Required. Consultant shall maintain insurance as described in this section and shall require all of its subcontractors, consultants, and other agents to do the same. Approval of the insurance by the City shall not relieve or decrease any liability of Consultant. Any requirement for insurance to be maintained after completion of the work shall survive this Agreement.

12.2 Documentation of Insurance. City will not execute this Agreement until it has received a complete set of all required documentation of insurance coverage. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. Consultant shall file with City:
• Certificate of Insurance, indicating companies acceptable to City, with a Best’s Rating of no less than A:VII showing. The Certificate Agenda Item #7.3:

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of Insurance must include the following reference: [insert project name].
• Documentation of Best’s rating acceptable to the City. • Original endorsements effecting coverage for all policies required by this Agreement.
• Complete, certified copies of all required insurance policies, including endorsements affecting the coverage.

12.3 Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
• Professional Liability Insurance: $2,000,000 per occurrence, $4,000,000 aggregate
• General Liability:
• General Aggregate: $4,000,000
• Products Comp/Op Aggregate $4,000,000
• Personal & Advertising Injury $2,000,000
• Each Occurrence $2,000,000
• Fire Damage (any one fire) $ 100,000
• Medical Expense (any 1 person) $ 10,000
• Workers’ Compensation:
• Workers’ Compensation Statutory Limits
• EL Each Accident $1,000,000
• EL Disease - Policy Limit $1,000,000
• EL Disease - Each Employee $1,000,000
• Automobile Liability
• Any vehicle, combined single limit $1,000,000
Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements or limits shall be available to the City as additional insured. Furthermore, the requirements for coverage and limits shall be the greater of (i) the minimum coverage and limits specified in this Agreement, or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.

12.4 General Liability Insurance. Commercial General Liability Insurance shall be no less broad than ISO form CG 00 01. Coverage must be on a Agenda Item #7.3:

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standard Occurrence form. Claims-Made, modified, limited or restricted Occurrence forms are not acceptable.

12.5 Worker’s Compensation Insurance. Consultant is aware of the provisions of Section 3700 of the Labor Code which requires every employer to carry Workers’ Compensation (or to undertake equivalent self-insurance), and Consultant will comply with such provisions before commencing the performance of the work of this Agreement. If such insurance is underwritten by any agency other than the State Compensation Fund, such agency shall be a company authorized to do business in the State of California.

12.6 Automobile Liability Insurance. Covered vehicles shall include owned if any, non-owned, and hired automobiles and, trucks. Automobile liability insurance shall be evidenced by ISO Form Number CA 0001 covering Code 1 (any auto) or, if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned).

12.7 Professional Liability Insurance or Errors & Omissions Coverage. The deductible or self-insured retention may not exceed $50,000. If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the commencement of the work. Coverage shall be continued for three years after the completion of the work by one of the following: (i) renewal of the existing policy; (ii) an extended reporting period endorsement; or (iii) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement.

12.8 Claims-Made Policies. If any of the required policies provide coverage on a claims-made basis the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ClaimsMade Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

12.9 Subcontractors. Consultant shall require each of its subcontractors to maintain insurance coverage that meets all of the requirements of this Agenda Item #7.3:

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Agreement provided however, that the Agreement Administrator may waive the provision of Errors and Omissions Insurance by subcontractors in his or her sole discretion.

Consultant agrees that if it does not keep the insurance coverages required by this Agreement in full force and effect, City may either (i) immediately terminate this Agreement; or (ii) take out the necessary insurance and pay the premium(s) thereon at Consultant’s expense.

12.10 Proof of Renewal. Consultant shall provide proof that policies of insurance required by this Agreement expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages.

12.11 Additional Insured Endorsements. The City, its City Council, Commissions, officers, and employees of Sonoma must be endorsed as an additional insured for each policy required herein, including the general liability and automobile policies, other than Professional Errors and Omissions, for liability arising out of ongoing and completed operations by or on behalf of the Consultant. Consultant’s insurance policies shall be primary as respects any claims related to or as the result of the Consultant’s work. Any insurance, pooled coverage or self-insurance maintained by the City, its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultants shall be noncontributory. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to City. Consultant agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions. All endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. General liability coverage can be provided using an endorsement to the Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37.

12.12 Failure to Maintain Coverage. In the event any policy is canceled prior to the completion of the project and the Consultant does not furnish a new certificate of insurance prior to cancellation, City has the right, but not the Agenda Item #7.3:

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duty, to obtain the required insurance and deduct the premium(s) from any amounts due the Consultant under this Agreement. Failure of the Consultant to maintain the insurance required by this Agreement, or to comply with any of the requirements of this section, shall constitute a material breach of this Agreement.

12.13 Notices. Contractor shall provide immediate written notice if (i) any of the required insurance policies is terminated; (ii) the limits of any of the required policies are reduced; (iii) or the deductible or self-insured retention is increased. Consultant shall provide no less than 30 days’ notice of any cancellation or material change to policies required by this Agreement. Consultant shall provide proof that cancelled or expired policies of insurance have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: City of Sonoma, Attn: [insert department or individual], No. 1 The Plaza, Sonoma, California 95476.

12.14 Consultant’s Insurance Primary. The insurance provided by Consultant, including all endorsements, shall be primary to any coverage available to City. Any insurance or self-insurance maintained by City and/or its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.

12.15 Waiver of Subrogation. Consultant hereby waives all rights of subrogation against the City. Consultant shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. However, 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.

12.16 Report of Claims to City. Consultant shall report to the City, in addition to the Consultant’s insurer, any and all insurance claims submitted to Consultant’s insurer in connection with the services under this Agreement.

Agenda Item #7.3:

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12.17 Premium Payments and Deductibles. Consultant must disclose all deductibles and self-insured retention amounts to the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within retention amounts. Ultimately, City must approve all such amounts prior to execution of this Agreement. City has no obligation to pay any premiums, assessments, or deductibles under any policy required in this Agreement. Consultant shall be responsible for all premiums and deductibles in all of Consultant’s insurance policies. The amount of deductibles for insurance coverage required herein are subject to City’s approval.

12.18 Duty to Defend and Indemnify. Consultant’s duties to defend and indemnify City under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration of this Agreement.

13. MUTUAL COOPERATION

13.1 City Cooperation in Performance. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Consultant’s services under this Agreement.

13.2 Consultant Cooperation in Defense of Claims. If any claim or action is brought against City relating to Consultant’s performance in connection with this Agreement, Consultant shall render any reasonable assistance that City may require in the defense of that claim or action.

14. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Consultant’s and City’s regular business hours; (ii) the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing); or (iii) the day of delivery if emailed to the email address listed below and simultaneously deposited in the U.S. mail, postage prepaid, to the address(es) listed below (or to such other addresses as the parties may, from time to time, designate in writing).

Agenda Item #7.3:

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If to City:
[Name]
City of Sonoma
[Department/Division]
No. 1 The Plaza
Sonoma, CA 95476
Telephone: (707) 938-3681
Facsimile: (707) [Fax Number]
Email: [Insert]
If to Consultant:
[Name]
[Company]
[Address]
[Address]
Telephone: [Insert]
Facsimile: [Insert]
Email: [Insert]
With courtesy copy to:

David J. Ruderman, Sonoma City Attorney
Colantuono, Highsmith & Whatley, PC
670 W. Napa Street, Suite F
Sonoma, CA 95476
Telephone: (707) 986-8091
Facsimile: (707) 509-7295
Email: [email protected]

15. SURVIVING COVENANTS
The parties agree that the covenants contained in paragraph 5.14 (Records), section 11 (Indemnity), paragraph 12.8 (Claims-Made Policies), paragraph 13.2 (Consultant Cooperation in Defense of Claims), and paragraph 18.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

16. TERMINATION

16.1 City Termination. The City may, in its sole and unfettered discretion and without cause, terminate this Agreement at any time prior to completion by Consultant of the services required. Notice of Termination of this Agreement shall be given in writing to Consultant and shall be sufficient and complete when same is emailed to Consultant and simultaneously deposited in the United States mail postage prepaid and certified, addressed as set forth in section 14 of this Agreement. The Agreement shall be terminated upon receipt of the Notice of Termination by Agenda Item #7.3:

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Consultant. If City should terminate this Agreement, the Consultant shall be compensated for all work satisfactorily performed prior to time of receipt of termination notice, and shall be compensated for materials ordered by the Consultant or his/her employees, or services of others ordered by the Consultant or his/her employees prior to receipt of Notice of Termination whether or not such materials or final instruments of services of others have actually been delivered, provided that the Consultant or its employees are not able to cancel such orders for materials or services of others. Compensation for the Consultant in the event of termination by the City shall be determined by the City [enter department head] in accordance with the percentage of project completed.

In the event that this Agreement is terminated pursuant to this paragraph

16.1, Consultant shall not be entitled to any additional compensation over that provided herein; nor shall Consultant be entitled to payment for any alleged damages or injuries (including lost opportunity damages) purportedly caused by the termination of this Agreement by the City pursuant hereto.

16.2 Consultant Termination. Consultant may terminate this Agreement upon thirty (30) days written notice to the City only for good cause.

Consultant’s written notice of termination shall contain a full explanation of the facts and circumstances constituting good cause. In the event of termination, all notes, sketches, computations, drawings and specifications, or other data, whether complete or not, produced through the time of the City’s last payment shall be relinquished to the City. The City may, at its own expense, make copies or extract information from any such notes, sketches, computations, drawings, and specifications, or other data whether complete or not.

16.3 Termination for Material Breach. Should the Consultant fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may terminate this Agreement by giving written notice of such termination, stating the reasons for such termination in such event.

Consultant shall be compensated as above, provided, however, there shall be deducted from such amount the amount of damage if any, sustained by City by virtue of the Consultant’s breach of this Agreement.

16.4 Remedies. In no event shall Consultant be entitled to receive more than the Maximum Amount that would be paid to Consultant for the full Agenda Item #7.3:

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performance of the services required by this Agreement as provided in paragraph 3.6 above and as otherwise provided in this Agreement.

17. INTERPRETATION OF AGREEMENT

17.1 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.

17.2 Integration of Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed on by City and Consultant.

17.3 Headings. The headings and captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the language of the section or paragraph shall control and govern in the construction of this Agreement.

17.4 Pronouns. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

17.5 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

Agenda Item #7.3:

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17.6 No Presumption Against Drafter. Each party had an opportunity to consult with an attorney in reviewing and drafting this Agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting to any party.

18. GENERAL PROVISIONS

18.1 Confidentiality. All data, documents, discussion, or other information developed or received by Consultant for performance of this Agreement are deemed confidential and Consultant shall not disclose it without prior written consent by City. City shall grant such consent if disclosure is legally required. All City data shall be returned to City upon the termination or expiration of this Agreement.

18.2 Conflicts of Interest. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subcontractor to file, a Statement of Economic Interest with the City’s Filing Officer if required under state law in the performance of the services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

18.3 Non-assignment. Both parties shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without the other party’s prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any party other than Consultant.

18.4 Binding on Successors. This Agreement shall be binding on the successors and assigns of the parties.

Agenda Item #7.3:

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18.5 No Third-Party Beneficiaries. Except as expressly stated herein, there is no intended third-party beneficiary of any right or obligation assumed by the parties.

18.6 Time of the Essence. Time is of the essence for each and every provision of this Agreement.

18.7 Non-Discrimination. Consultant shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition (cancer-related), marital status, ancestry, or sexual orientation, or any other unlawful basis, including without limitation, the City’s NonDiscrimination Policy adopted as Resolution #25-2019. Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition (cancer-related), marital status, ancestry, sexual orientation, or any other unlawful basis. Employment actions to which this provision applies shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training.

Consultant agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.

18.8 Waiver. No provision, covenant, or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing signed by one authorized to bind the party asserted to have consented to the waiver. The waiver by City or Consultant of any breach of any provision, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provision, covenant, or condition.

18.9 Excused Failure to Perform. Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in City’s sole Agenda Item #7.3:

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judgment, that such failure was due to causes beyond the control and without the fault or negligence of Consultant.

18.10 Remedies Non-Exclusive. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies.

18.11 Attorneys’ Fees. In the event of a dispute arising out of the terms of this Agreement, including any action brought to declare the rights granted herein or to enforce any of the terms of this Agreement, the party prevailing in such dispute shall be entitled to all reasonable costs and litigation expenses actually incurred, including fees of attorneys and expert witnesses.

18.12 Venue. The venue for any litigation shall be Sonoma County, California and Consultant hereby consents to jurisdiction in Sonoma County for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.

18.13 Living Wage. Nonprofit service contractors which receive contracts from the City of $75,000 or more in a 12-month period, and for-profit service contractors who receive contracts from the City of $10,000 or more in a 12- month period, provided they have more than six employees, may be subject to the City’s Living Wage Ordinance. Sub-contractors with $50,000 or more in annual gross receipts may also be subject to the Living Wage Ordinance. Unless otherwise exempt in accordance with the provisions of the Ordinance (Sonoma Municipal Code Chapter 2.70), this Agreement is subject to applicable provisions of the Living Wage Ordinance of the City as amended from time to time and available on the City’s website.

18.14 Counterparts; Electronic Signatures. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument. The parties acknowledge and agree that this Agreement may be executed by Agenda Item #7.3:

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electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, “electronic signature” shall include faxed or emailed versions of an original signature, electronically scanned and transmitted versions (e.g., via pdf) of an original signature, or a digital signature.

18.15 Recitals. The Recitals are incorporated by this reference. [Signatures on following page]
Agenda Item #7.3:

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TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement as of the last date indicated below:
“City”
City of Sonoma
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
“Consultant”
[Name of Company or Individual]
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
Attest:

By:__________________________________
Rebekah Barr, MMC, City Clerk
Date:________________________
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
Approved as to form:

By:__________________________________
David J. Ruderman, City Attorney
Date:________________________
Agenda Item #7.3:

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“EXHIBIT A”
Scope of Work
Agenda Item #7.3:

336577.2
“EXHIBIT B”
Approved Fee Schedule
Agenda Item #7.3:

336577.2
“EXHIBIT C”
Campaign Contribution Disclosure Form
Agenda Item #7.3:

336577.2

CAMPAIGN CONTRIBUTION

DISCLOSURE PROVISIONS
Cities are subject to the campaign disclosure provisions detailed in Government Code Section 84308.

Please carefully read the following information
to determine if the provisions apply to you. If
you determine that the provisions are
applicable, the Campaign Disclosure Form must
be completed and returned to the City with your
application.

1. No City Councilmember or other City official shall accept, solicit, or direct a campaign contribution of more than $250 from any party1 or agent2 for 12 months after the
City approves a contract. This prohibition commences
when an application is filed, or a proceeding is otherwise initiated.

2. A party to a City proceeding shall disclose on the record of the proceeding any campaign contribution of more than
$250 by a party or agent to any City Councilmember or other City official during the preceding 12 months. No party to a City proceeding, or agent, shall make a campaign
contribution to a City Councilmember or other City official during a proceeding and for 12 months after the City
approves a contract.

3. A City Councilmember or other City official who
received a campaign contribution of more than $250
within the preceding 12 months from any party, or agent, to a proceeding shall disclose that fact on the record of the proceeding, and shall abstain from participating in the proceeding. However, if he or she returns the portion of a campaign contribution in excess of $250 within 30 days of knowing about the contribution and the relevant
proceeding, he or she may participate in the proceeding. 1 “Party” is defined as any person who files an
application for, or is the subject of, a proceeding.
2 “Agent” is defined as a person who represents a
party in connection with a proceeding. If an
individual acting as an agent also is acting as an
employee or member of a law, architectural,
engineering, or consulting firm, or a similar entity
or corporation, both the individual and the entity or
corporation are agents. When a closed corporation
To determine whether you or your agent made a campaign
contribution of more than $250 to a City Councilmember or other City official within the preceding 12 months, you must aggregate all such contributions.

Names of current City Councilmembers and other City
officials are available on the City’s website. If you have questions about Government Code Section 84308, FPPC
regulations, or the Campaign Disclosure Form, please contact the City Clerk.

CAMPAIGN CONTRIBUTION

DISCLOSURE FORM
(a) Document:
□ License
□ Lease
□ Permit
□ Franchise
□ Other Contract
□ Other Entitlement
Name and address of any party, or agent, who has
contributed more than $250 to any City Councilmember or other City official within the preceding 12 months:

1. ____________________________________

2. ____________________________________

3. ____________________________________
(b) Date and amount of contribution:

Date Amount $
Date Amount $
(c) Name of City Councilmember or other City official to whom contribution was made:

1. ____________________________________

2. ____________________________________

3. ____________________________________
(d) □ Check here If no contributions have been made to
any Councilmember or other City official in the
preceding 12 months.
(e) I certify that the above information is provided to the best of my knowledge.

Printed Name
Signature
Agenda Item #7.3:

336577.2
is a party to a proceeding, the majority shareholder
is subject to these provisions.

Date Phone
Agenda Item #7.3:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 03 Apr 2024
Department
Administration
Staff Contact
David Guhin, City Manager
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute a Letter of Engagement with Baker Tilly US, LLP in an Amount not to Exceed $125,000 to Plan, Organize and Prepare the City's FY2024-25 Budget; Forecast City Revenues, Expenditures and Year-End Fund Balances, Provide Advice on Financial Practices, Policies and Issues, Conduct Analyses and Support Current Auditing Activities
Summary
The City's Administrative Services Director position was vacated in December 2022, and the Deputy Finance Director position was vacated in April 2023. In May 2023, the City engaged an Interim Finance Director who assumed the oversight and management responsibilities for the Finance Department including serving as lead staff for the adoption of the FY2023-24 Budget.

The FY2023-24 Budget included funding for a full-time Finance Director position and was approved in June 2023. From July to December 2023, the City engaged in two full recruitment cycles for a permanent Finance Director, both of which were ultimately unsuccessful. In January 2024, the City launched a third recruitment, and initial candidate interviews are scheduled to take place on April 12, 2024.

Due to the unanticipated challenges and delays to successfully fill the Finance Director position, the maximum allowed employment hours for the Interim Finance Director contract have been expended. This contract expiration creates a 2-3 month "gap" in staffing for the position prior to the placement of a permanent Finance Director anticipated for June/July 2024.

Staff proposes that the Council engage Baker-Tilly US, LLP to provide a range of financial, audit support, and budget development and consulting services to the City of Sonoma to address the lack of staffing in the short term. The submitted letter of engagement provides two consultants, one Lead Consultant to work remotely and on site to oversee the preparation of the FY2024- 25 Budget and one Budget Analyst to provide forecasting and historic review of fund balances, revenues and expenditures and to support auditing activities.

The not to exceed engagement amount of $125,000 will provide approximately 40 hours/week of consultant service through June 30, 2024. This is a maximum cost scenario in case a permanent Finance Director is not placed prior to June 30, 2024. The full not to exceed cost of $125,000 for the proposed Letter of Engagement with Baker Tilly, US, LLP would be offset by savings for the Finance Director Salary and Professional Services line items included in the approved FY2023/24 Budget.

Staff is requesting the City Council to adopt a resolution authorizing the City Manager to Execute a Letter of Engagement with Baker Tilly US, LLP in an Amount not to Exceed $125,000 to Plan, Organize and Prepare the City's FY2024-25 Budget; Forecast City Revenues, Expenditures and Year-End Fund Balances, Provide Advice on Financial Practices, Policies and Issues, Conduct Analyses and Support Current Auditing Activities.

Agenda Item #7.4:

Recommended Council Action
Adopt the Resolution.

Alternative Actions
Council discretion
Financial Impact
This one-time funding request for an amount not to exceed $125,000 for Professional Services is offset by savings included in the approved FY2023/24 Budget.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution - Baker Tilly
Proposal - Baker Tilly
Agenda Item #7.4:

City of Sonoma
RESOLUTION # ____ - 2024

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA AUTHORIZING THE

CITY MANAGER TO EXECUTE A LETTER OF ENGAGEMENT WITH BAKER TILLY US, LLP IN AN AMOUNT NOT TO EXCEED $125,000 TO PLAN, ORGANIZE AND PREPARE THE CITY'S FY2024-25 BUDGET; FORECAST CITY REVENUES, EXPENDITURES AND YEAREND FUND BALANCES; PROVIDE ADVICE ON FINANCIAL PRACTICES, POLICIES AND ISSUES; CONDUCT ANALYSES AND SUPPORT CURRENT AUDITING ACTIVITIES WHEREAS, the City of Sonoma City Council approved funding in the FY2023-24 Finance Department budget for a full-time Finance Director salary and for Professional Services; and WHEREAS, the City of Sonoma Finance Department needs Department Director level assistance, on-site and remotely, due to an extended Director level vacancy; and WHEREAS, the City of Sonoma has received a proposed Letter of Engagement from Baker Tilly US, LLC for a Project Manager, and Subject Matter Specialist to provide up to 16 weeks (640 hours) of Professional Public Finance activities at the rate of $190 per hour, for an amount not to exceed $125,000 through June 2024; and
WHEREAS, the City of Sonoma FY2023-24 Budget approved by City Council, includes funding for Finance Department Staffing and Professional Services, and there are currently sufficient funds in this account for the cost of the proposed Letter of Engagement; and WHEREAS, the City of Sonoma has responsibility to conduct annual audit reports in a timely fashion, as well as to meet legislative and policy requirements of the State and City; and WHEREAS, the City of Sonoma has responsibility to prepare monthly financial reports and develop its FY2024-25 Budget.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Sonoma authorizes the City Manager to Execute a Letter of Engagement with Baker Tilly US, LLP in an Amount not to Exceed $125,000 to Plan, Organize and Prepare the City's FY2024-25 Budget; Forecast City Revenues, Expenditures and Year-End Fund Balances, Provide Advice on Financial Practices, Policies and Issues, Conduct Analyses and Support Current Auditing Activities PASSED AND ADOPTED this 3rd day of April 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________________
John Gurney, Mayor
ATTEST:
___________________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.4:

Client Name
September 29, 2022
1 March 20, 2024
Mr. David Guhin
City Manager
City of Sonoma
No. 1 The Plaza
Sonoma, CA 95476
Dear Mr. Guhin:

Thank you for the opportunity to submit a proposal to provide a range of financial, audit support, and budget development consulting assistance to the City of Sonoma. Baker Tilly has the expertise and skills necessary to provide this assistance and we would be pleased to do so. Before we describe our approach, we would like to share some brief information about our firm.

Delivering specialized expertise to our public sector clients Baker Tilly has served state and local governments since our establishment more than 92 years ago. We are one of the few CPA firms with a practice group dedicated entirely to serving governmental clients.

Local government is a complex, unique environment shaped by fiscal, regulatory and operational considerations not found in other industries. At Baker Tilly, we recognize this complexity and are eager to serve as a valued advisor to the public sector. Nationwide, our state and local government practice serves nearly 4,000 state and local governmental entities, including municipalities, special districts, counties, public utilities, school districts and transit.

SUPPORTING STATE AND LOCAL GOVERNMENTS WITH SPECIALIZED EXPERTISE The City of Sonoma will benefit from the insight Baker Tilly has gained from serving thousands of public sector clients across the United States.

Understanding of the engagement
The City of Sonoma has a need for budget development support services. The FY 2024-25 budget development process is underway, and we understand you would like our assistance with various responsibilities of the Finance Department in general (e.g., financial practices, policies, and accounting technical issues), and more specifically, the development of the annual budget and support with ongoing audits.

Baker Tilly US, LLP
18500 Von Karman Ave, 10th Floor
Irvine, CA 92612
+1 (949) 809 5588
bakertilly.com

EXHIBIT A
Agenda Item #7.4:

The City of Sonoma
March 20, 2024
2 The scope of work for this engagement is summarized below. Our services will be prioritized in collaboration with you to fit within the agreed contract amount. • Plan, organize and assist with the preparation of the City’s annual operating budget; forecast City revenues, expenditures and year-end fund balances
• Consult accounting and other financial procedures and legal requirements • Provide advice on financial practices, policies and issues • Support current auditing activities as needed
• Conduct specific analyses that you may identify
Baker Tilly will provide periodic reports to the City of Sonoma summarizing the consulting assistance provided.

Aligning key engagement team members with your goals
We have a team of specialists available for this engagement. We will assign Steve Montano as our lead consultant and Jessica Oliphant to provide budget analyst services. Other Baker Tilly consultants will be assigned on an as-needed basis, within the budget specified by the contract. Baker Tilly will determine when other specialists from the firm are needed to assist to meet project requirements and will inform the City of Sonoma accordingly. Our commitment is to provide high-quality consulting expertise to the City of Sonoma. To this end, members of our firm will conduct a peer review process of deliverables.

Brief qualifications of our consultants are provided below.

Steve Montano — Special Advisor
Role: Lead consultant
Steve is a public finance professional with more than 25 years of experience and has held a wide range of roles in local government including budget development and administration, long-term strategic business and financial planning, and the analysis of operational areas to improve organizational effectiveness. After serving in the United States Marine Corps, Steve worked for the U.S. Office of Management and Budget, the City of Palo Alto, and the City of San Juan Capistrano, and served most recently as the Deputy Finance Director for the City of Newport Beach. In that role, he had the responsibility of coordinating the development and preparation of the City’s annual long-range fiscal forecast, performing financial planning and analysis associated with capital replacement plans, and developing strategies to achieve City goals in a fiscally responsible manner. Steve holds a bachelor’s and a master’s degree in political science and public policy from the University of California at Berkeley.

Agenda Item #7.4:

The City of Sonoma
March 20, 2024
3 Jessica Oliphant — Consultant
Role: Budget analyst
Jessica is experienced in many facets of local government management, including budget preparation and analysis, process improvement, community engagement, and understanding the fiscal impacts of policy changes. She served as a budget analyst in the Finance Department of the City of Kansas City, Missouri and was a Cookingham-Noll City Management Fellow in Kansas City’s City Manager’s Office. Her duties there included analyzing large fiscal datasets, developing fixed cost rates, analyzing historical budget trends, and improving the process of applying to the City’s Board and Commissions. Jessica provided assistance in developing innovative programs in response to the Covid-19 pandemic that Jessica, which resulted in an All-America City award. She also served in the AmeriCorps VISTA program, as a research assistant examining management techniques, and as an intern in the ACLU’s Women’s Rights Project.

Our consultants are employed by Baker Tilly and work for and at the direction of Baker Tilly. Our consultants report to Andrew Belknap, Managing Director, and are part of our overall team and are available for assignments on other engagements, consistent with our responsibility to the City of Sonoma, at the discretion of Baker Tilly.

Baker Tilly and our consultants will determine the method and manner of carrying out the work and achieving the desired result. We will also determine the schedule of our consultants, including onsite or offsite hours.

Matters pertaining to personnel, such as discipline, hiring, or evaluations, are not part of the scope of work, nor are execution of contracts or other written documents obligating the City of Sonoma. All such matters will be the responsibility of the City of Sonoma. Baker Tilly provides all insurance (including workers’ compensation, liability and professional errors and omissions), training and administrative support (including equipment such as phones and computers) as necessary during the assignment.

Our consultants use their Baker Tilly business cards and email address and will identify themselves as consultants with our firm. Our consultants will only use City of Sonoma systems and equipment if required to access data and information essential for our consulting engagement. Such instances will be authorized by Andrew Belknap or his designee from Baker Tilly.

The City of Sonoma may provide conference room or office space if needed when our consultants are working onsite. It is important to the City of Sonoma, our consultants, and our firm to be clear that we are doing this work for the City of Sonoma as a firm and that our consultants work for Baker Tilly.

Fee proposal and term of engagement
We propose a not-to-exceed contract in the amount of $125,000. We are anticipating an engagement through June 2024. During this engagement, the actual consultant hours will be paid by the City of Sonoma at a rate of $195 per hour for Steve Montano and $185 for Jessica Oliphant. This is a discounted rate in recognition of the anticipated length of the engagement.

Agenda Item #7.4:

The City of Sonoma
March 20, 2024
4 Conclusion
We appreciate the opportunity to be of assistance to the City of Sonoma. Please contact Al Zelinka at +1 (714) 815 6403 or [email protected] if you have questions about our proposal.

Sincerely,
Carol Jacobs, Managing Director
Baker Tilly US, LLP
+1 (714) 287-1547 | [email protected]
Accepted for the City of Sonoma by:

Name: _____________________________
Title: _____________________________
Date: _____________________________
Baker Tilly US, LLP is currently undergoing a restructuring of its organization which is anticipated to occur on or around June 1, 2024. Following the closing of such restructuring, all consulting and tax engagements will be performed by Baker Tilly Advisory Group, LP. All assurance engagements will continue to be performed by Baker Tilly US, LLP.

The information provided here is of a general nature and is not intended to address the specific circumstances of any individual or entity. In specific circumstances, the services of a professional should be sought. © 2024 Baker Tilly US, LLP.

Baker Tilly US, LLP, trading as Baker Tilly, is an independent member of Baker Tilly International. Baker Tilly International Limited is an English company. Baker Tilly International provides no professional services to clients. Each member firm is a separate and independent legal entity, and each describes itself as such. Baker Tilly US, LLP is not Baker Tilly International’s agent and does not have the authority to bind Baker Tilly International or act on Baker Tilly International’s behalf. None of Baker Tilly International, Baker Tilly US, LLP nor any of the other member firms of Baker Tilly International has any liability for each other’s acts or omissions. The name Baker Tilly and its associated logo is used under license from Baker Tilly International Limited.

Agenda Item #7.4: