Sonoma City Council
June 19, 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, June 19, 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.

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]
PLEASE NOTE A CHANGE TO THE PROCESS FOR COMMENTS FROM THE PUBLIC: There will be two opportunities for members of the public to address items not appearing on the agenda. The early public comment period, Agenda Item 1, will be limited to ten speakers. Each speaker will be allowed up to two minutes. Speakers who do not have an opportunity to speak during this time will be allowed to make their comments under the later public comment, Agenda Item 10. When the Mayor announces these agenda items, please form a line to speak.

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. PRESENTATIONS

1.1: Recognition of Thomas Haeuser for his Service on the Sonoma County Library Commission

2. COMMENTS FROM THE PUBLIC
At this this time members of the public may address the Council on matters not listed on this agenda, but which are within the subject matter jurisdiction of the Council. This public comment period will be limited to ten speakers. Each speaker will be allowed up to two minutes. Speakers who do not have an opportunity to speak during this time will be allowed to make public comment under Agenda Item 10 - SECOND PUBLIC COMMENT. Please form a line to speak.

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. Please begin by stating your name.

3. MEETING DEDICATIONS

4. COUNCILMEMBERS’ REPORTS AND COMMENTS

4.1: Committee Reports - Council Members are appointed to various boards and committees - local, county-wide and regional. Any updates from a councilmember will be shared at this time. A list of all appointments is available on our City Website for easy reference. Council Members may announce their direct appointments to City Commissions under this section.

5. CITY MANAGER COMMENTS AND ANNOUNCEMENTS

6. CITY ATTORNEY COMMENTS

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 an Ordinance to Amend Sonoma Municipal Code Section 19.48.050 (Adjustments to Parking Requirements), 19.48.070 (Development Standards for Parking Facilities), and 19.48.090 (Landscaping of Parking Facilities), and Finding the Proposed Amendments are Exempt from the California Environmental Quality Act (CEQA) Pursuant to Section 15061(B)(3) – General Rule – of the CEQA Guidelines (Jennifer Gates, AICP, Community Development Director)
RECOMMENDATION: Adopt the ordinance.
6 - 12

Agenda Report - Ordinance Adoption - Parking - Pdf

7.3: Accept the Expenditure Reports for the Months of March, April & May 2024 (Prapti Aryal, Finance Director)
RECOMMENDATION: Accept reports.

Agenda Report - Expenditures - Mar/Apr/May 2024 - Pdf
13 - 17

7.4: Adopt a Resolution Approving a FY23/24 Budget Amendment to Fund Additional Obligations to the Department of Health Care Services’ IGT Program (Prapti Aryal, Finance Director)
RECOMMENDATION: Adopt the resolution.

Agenda Report - IGT Budget Amendment - Pdf
18 - 20

7.5: Adopt a Resolution Authorizing the City Manager to Execute a Professional Services Contract Amendment with M-Group in an Amount not to Exceed $125,000 to continue planning services in the City of Sonoma (Jennifer Gates, AICP, Community Development Director)
RECOMMENDATION: Adopt the resolution.

Agenda Report - M-Group Consulting Contract Extension - Pdf 21 - 48

7.6: Adopt a Resolution Authorizing the City Manager to Execute an Amendment to the Professional Services Agreement with 4LEAF, Inc. in an Amount Not to Exceed $275,000 for Continued Services for Building Official, Building Plan Check and Inspection Services (Jennifer Gates, AICP, Community Development Director)
RECOMMENDATION: Adopt the resolution.

Agenda Report - 4LEAF PSA 2nd Amendment - Pdf
49 - 70

7.7: Adopt a Resolution Approving 1) An Increase in the Total Project Budget for Depot Park Museum HVAC Project No. CIP BF-8 from $217,000 to $219,525; 2) A Supplemental Appropriation of $2,525 from the Long-Term Building Maintenance Fund 610 Fund Balance to Depot Park Museum HVAC Project No. CIP BF-8 Resulting in a Construction Contract Contingency of $2,525 for Depot Park Museum HVAC Project No. CIP BF-8 (Mike Berger, Public Works Director)
RECOMMENDATION: Adopt a resolution.

Agenda Report - Depot Park Museum HVAC - Pdf
71 - 73

7.8: Adopt a Resolution Authorizing the City Manager to Execute a Professional Services Agreement with EDesignC in an Amount Not to Exceed $150,000 Annually to Provide As-Needed Electrical Engineering Services (Mike Berger, Public Works Director)
RECOMMENDATION: Adopt a resolution.

Agenda Report - PSA - EDesignC - Pdf
74 - 130

7.9: Adopt a Resolution Approving the Fiscal Year 2024-25 Road Pavement Preservation and Rehabilitation Projects as the Projects for Fiscal Year 2024- 25 Funded by Senate Bill 1: The Road Repair and Accountability Act of 2017 and Authorize the Public Works Department to Submit these Projects to the California Transportation Commission (Mike Berger, Public Works Director) RECOMMENDATION: Adopt a resolution.

Agenda Report - RMRA - Pdf
131 - 137

7.10: Adopt a Resolution to Approve: 1) An Increase in the Total Project Budget for Well No. 1 Vault Cover and Air Exchange System Improvement Project No.

CIP W-13 from $159,292 to $184,076.94; 2) A Supplemental Appropriation of $24,784.94 from the Water Utility Fund 510 Fund Balance to Well No. 1 Vault Cover and Air Exchange System Improvement Project No. CIP W-13; and 3) A Construction Contract Contingency of $24,784.94 for Well No. 1 Vault Cover and Air Exchange System Improvement Project No. CIP W-13 (Mike Berger, Public Works Director)
RECOMMENDATION: Adopt a resolution
Agenda Report - Well No. 1 Improvement Project - Pdf
138 - 140

8. PUBLIC HEARING

8.1: Public Hearing and a Resolution Authorizing Adjustments to Solid Waste Utility Rates and Authorizing the City Manager to Execute an Agreement for Solid Waste Collection Services Agreement with Sonoma Garbage Collectors (Mike Berger, Public Works Director and David Guhin, City Manager) RECOMMENDATION: Conduct a public hearing regarding proposed adjustments to rates for solid waste utility service effective July 1, 2024; and adopt a resolution (Attachment 1) authorizing the proposed adjustments to rates for solid waste utility service and authorizing the City Manager to execute the proposed Agreement for Solid Waste Collection Services with Sonoma Garbage Collectors.

Agenda Report - Solid Waste Utility Rates - Pdf
141 - 293

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

9.1: Appointment to the Design Review & Historic Preservation Commission (Rebekah Barr, MMC, City Clerk)
RECOMMENDATION: Make one appointment by majority vote of the City Council.

Agenda Report - Commission Appointment - Pdf
294 - 308

9.2: Discussion, Consideration and Possible Action to Approve the Fiscal Year 2024-25 City of Sonoma Operating and Capital Improvement Budget with the Following Resolutions: (Prapti Aryal, Finance Director and David Guhin, City Manager)

1. A Resolution of the City Council Of The City of Sonoma and the Successor Agency of the Former Sonoma Community Development Agency Adopting the Fiscal Year 2024-25 City of Sonoma Operating Budget; Approving Community Fund Programming; and Authorizing the City Manager, or Their Designee to Execute Task Orders for City Engineering Services With CIP Consultants

2. A Resolution of the City Council of the City Of Sonoma Adopting the 2024- 29 Five-Year Capital Improvement Program; and Authorizing Capital Project Funds Appropriated and Unspent in Fiscal Year 2023-24 to be Rolled Into the Fiscal Year 2024-25 Budget

3. A Resolution of the City Council of the City of Sonoma Authorizing the City Manager to Execute or Amend Contracts With Various Service Providers Within Areas Such as Economic Development, Recreation & Community Services, Public Works & Transportation, Emergency Preparedness & 309 - 368

Homeless Support, General Operations/Services for the Fiscal Year 2024- 25 4. A Resolution of the City Council of the City of Sonoma Authorizing the City Manager to Approve the Carryforward Operational Funds for One Time Projects Appropriated and Unspent in Fiscal Year 2023-24 to be Rolled into the Fiscal Year 2024-25 Budget

5. A Resolution of the City Council of the City of Sonoma Authorizing the City Manager to Fund Recreation and Community Service Discretionary Funding Program for the Fiscal Year 2024-25 Budget
RECOMMENDATION: It is recommended that the Council approve each of the resolutions by separate motion.

Agenda Report - FY 2024/25 Budget - Pdf

10. SECOND COMMENTS FROM THE PUBLIC
At this this time members of the public who did not have the opportunity to speak during the early comment period may address the Council on matters not listed on this agenda, but which are within the subject matter jurisdiction of the Council. Each speaker will be allowed up to two minutes. Please form a line to speak.

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. Please begin by stating your name.

11. ADJOURNMENT
I do hereby certify that a copy of the foregoing agenda was posted as legally required. Rebekah Barr, MMC, 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.

City of Sonoma's Commission and Committee Roster: Commission & Committee Roster_Updated_Sept_27_2023 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 - 19 Jun 2024
Department
Planning and Community Services
Staff Contact
Jennifer Gates, AICP, Community Development
Director
Agenda Item Title
An Ordinance to Amend Sonoma Municipal Code Section 19.48.050 (Adjustments to Parking Requirements), 19.48.070 (Development Standards for Parking Facilities), and 19.48.090 (Landscaping of Parking Facilities), and Finding the Proposed Amendments are Exempt from the California Environmental Quality Act (CEQA) Pursuant to Section 15061(B)(3) – General Rule – of the CEQA Guidelines
Summary
On August 17, 2023, the Planning Commission adopted a an annual workplan for the 2023-24 fiscal year. The Planning Commission identified the need to codify parking standards, simplify parking standards to have one standard for all uses, and to bring the parking standards into alignment with the California Building Code and other neighboring jurisdictions with the intent of reducing impervious surfaces, Greenhouse Gas (GHG) emissions associated with paving, and allow for more landscaping. The Planning Commission established an Ad Hoc Committee which included Chair Barnett, Commissioner Willers, and Commissioner Wirick who collaborated with staff to review the existing standards, recommendations from the City's consultant W-trans, and neighboring jurisdictions to provide recommendations on revised parking standards. The attached ordinance would establish one parking standard for all uses, codify parking space dimensions, and add shading requirements.

On May 16, 2024, Planning Commission approved a resolution recommending the City Council to adopt the ordinance as proposed. On June 5, 2024, City Council introduced the Ordinance as proposed.

The proposed changes are exempt from the California Environmental Quality Act (CEQA) (Pub. Resources Code, § 21000 et seq.) (“CEQA”) and the State CEQA Guidelines (Cal.

Code Regs., tit. 14, § 15000 et seq.), pursuant to CEQA Guidelines Section 15061 (B) 3- General Rule.

Recommended Council Action
Adopt an ordinance of the City Council to amend Sonoma Municipal Code Section 19.48.050 (Adjustments to Parking Requirements), 19.48.070 (Development Standards for Parking Facilities), and 19.48.090 (Landscaping of Parking Facilities), and finding the proposed amendments are exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(B)(3) – General Rule – of the CEQA Guidelines.

Alternative Actions
Council discretion.

Financial Impact
Agenda Item #7.2:

None.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Draft CC Ordinance Parking
Alignment with Council Goals:

Agenda Item #7.2:

CITY OF SONOMA
ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SONOMA
AMENDING SECTIONS 19.48.050 (ADJUSTMENTS TO PARKING
REQUIREMENTS), 19.48.070 (DEVELOPMENT STANDARDS FOR PARKING FACILITIES), AND 19.48.090 (LANDSCAPING OF PARKING FACILITIES) OF

THE CITY OF SONOMA MUNICIPAL CODE AND FINDING THIS ACTION IS

EXEMPT FROM FURTHER ENVIRONMENTAL REVIEW UNDER THE

GENERAL RULE IN CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) GUIDELINES SECTION 15061(B)(3) THAT CEQA ONLY APPLIES TO

PROJECTS THAT HAVE THE POTENTIAL FOR CAUSING A SIGNIFICANT EFFECT ON THE ENVIRONMENT.

WHEREAS, on May 16, 2024, the Planning Commission conducted a duly noticed public hearing to discuss and consider proposed amendments to parking and loading standards to simplify parking standards, provide one standard for all uses, codify parking space dimensions, and add shading requirements; and
WHEREAS, after considering public testimony the Planning Commission recommended the City Council approve a draft Ordinance to amend parking and loading standards; and WHEREAS, the City Council conducted a noticed public hearing on June 5, 2024, to consider amendments to the parking and loading standards in the proposed Ordinance; and WHEREAS, the City Council has duly considered all testimony presented at the public hearings, and the evaluation and recommendations from staff; and WHEREAS, the proposed amendments to the Sonoma Municipal Code set forth hereinbelow are consistent with state law.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SONOMA DOES ORDAIN AS FOLLOWS:

SECTION 1: The recitals above are each incorporated by reference and adopted as findings by the City Council.

SECTION 2: The following sections of the Sonoma Municipal Code are hereby amended to read as follows (strikeout is used to denote existing text being deleted; underline is used to denote new text being added):

A. Subdivision (A)(1) of Section 19.48.050 (Adjustments to parking requirements) is amended as follows:

19.48.050 Adjustments to parking requirements.

A. General Reduction of Requirements.

Agenda Item #7.2:

1. Modification of Standards. Except for parking space dimensions governed by SMC

19.48.070, the planning commission may modify the off-street parking requirements outlined in this chapter in compliance with SMC 19.54.050, Exceptions.

B. Subdivisions (A), (B), and (F) of Section 19.48.070 (Development standards for parking facilities) is amended and subdivision (I) of Section 19.48.070 is added as follows:

19.48.070 Development standards for parking facilities.

Parking facilities shall be provided in the following manner:

A. Access. Access to off-street parking areas shall be provided in the following manner:

1. Parking areas shall provide suitable maneuvering room so that vehicles enter an abutting street or alley in a forward direction. The review authority may approve exceptions for single-family homes and duplexes, and for nonresidential uses where parking areas immediately adjoin a public alley.

2. A minimum unobstructed clearance height of 14 feet shall be maintained above vehicle lanes and parking spaces.

B. Parking Space and Driveway Drive Aisle Dimensions. Parking spaces and access driveways shall be dimensioned in compliance with current city standards on file with the city clerk and made a part hereof. Two-way traffic aisles shall have a minimum width of 20 feet.

Parking lots and stalls shall be designed with the following minimum dimensions. No exceptions shall be permitted to these minimum standards except compact spaces shall be allowed.

Angle of Parking Width (W) Length (L) Aisle (A) 2-
way
90 degree 9 feet 18 feet 24 feet
60 degree 9 feet 19 feet 20 feet
45 degree 9 feet 18 feet 20 feet
Parallel 8 feet 22 feet 20 feet
Increased Width. Parking spaces located adjacent to and parallel to a wall or other solid barrier shall be widened by an additional two (2) feet.

Compact parking spaces. No exception to parking space dimensions are allowed except for compact spaces that shall measure no less than eight feet in width by fifteen feet in length. No parallel compact spaces permitted.

Motorcycle parking spaces. Shall measure no less than four feet width by eight feet length. …
F. Striping and Identification. Parking spaces shall be clearly outlined with four-inch wide lines painted on the surface of the parking facility. Every stall designated to accommodate compact cars, motorcycles, handicap or electric vehicle charging shall be clearly marked as such.

Agenda Item #7.2:

Parking spaces for the disabled shall be striped and marked according to the applicable state and federal standards.
…
I. Electric Vehicle Infrastructure. Electric vehicle infrastructure shall be provided in compliance with the California Building Code CalGreen (Title 24 Regulations) as adopted and amended from time to time under SMC Chapter 14.10.

C. Subdivisions (B) and (H) of Section 19.48.090 (Landscaping of parking facilities) is amended and subdivision (I) of Section 19.48.090 is added as follows:

19.48.090 Landscaping of parking facilities.
…
B. Landscape Materials. Landscaping materials shall be provided throughout the parking lot area using a combination of trees, shrubs and ground cover. Drought-tolerant landscape materials shall be emphasized, consistent with the city’s low-water use landscaping ordinance.

Trees shall be provided throughout the parking area at a rate of one tree for every 10 parking spaces. All trees within the parking area shall be a minimum one-inch caliper size at the time of planting.
…
H. Lighting. Parking areas shall have lighting capable of providing adequate illumination for security and safety. Lighting standards shall be energy-efficient and in scale with the height and use of the on-site structure(s). All illumination, including security lighting, shall be directed downward, away from adjacent properties and public rights-of-way in compliance with SMC 19.40.030, Exterior lighting. A lighting plan, photometric study, and light fixture information shall be required to show compliance with SMC 19.40.030, Exterior lighting.

I. Shading. All new and substantially remodeled, i.e., 50 percent or more of the parking lot , parking lots shall include tree plantings designed to result in 50 percent shading of parking lot surface areas within 15 years. All projects submitted for building shall include a shade plan. The planting plan may be used as the shade plan provided the trees are drawn to scale at the size indicated on the approved shade list, and shade calculations are included. Plans will not be accepted into the building permit plan check process unless these items are included.

Calculations of how these areas meet shade requirements must be shown and all areas and their dimensions used in shading calculations must be shown on the shading and/or landscape planting plan. Exceptions to inclusion in the shading calculation or requiring a shade calculation include:
• Single family and duplex residential parking areas
• Parking structures
• Truck loading areas in front of overhead doors
• Truck maneuvering and parking areas unconnected to and exclusive of any vehicle parking
Agenda Item #7.2:

• Surfaced areas not to be used for vehicle parking, driving or maneuvering, provided they are made inaccessible to vehicles by a barrier such as bollards, curb, or fencing • Vehicle display, sales, service, and storage areas (parking facilities for these uses are subject to shading requirements)
• Parking areas under covered stalls and in garages
SECTION 3. Findings for Development Code Amendments.

Pursuant to Section 19.86.070(B) of the Sonoma Municipal Code, the proposed amendments of the development code under this ordinance:

A. Are consistent with the goals, policies, and actions of the General Plan.

B. Would not be detrimental to the public interest, health, safety, convenience, or welfare of the city for the reasons described in the recitals above; C. Comply with the provisions of the California Environmental Quality Act (CEQA) as described in Section 4 below; and
D. Are internally consistent with other applicable provisions of the Sonoma Municipal Code because the amendment would simplify parking standards in the Municipal Code and improve clarity on the development process for staff, applicants, and residents.

SECTION 4. CEQA
This Ordinance has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the city. City Planning Staff has determined that the adoption and implementation of the Ordinance is exempt from further environmental review under the general rule in California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3) that CEQA only applies to projects that have the potential for causing a significant effect on the environment. As a series of text amendments and additions without any physical project being approved, it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment. The proposed ordinance amendments are therefore exempt from the provisions of CEQA because it does not involve a commitment to any specific project that may result in a potentially significant physical impact on the environment. The City Council concurs in these findings and adopts them as its own. The City Council, therefore, directs that a Notice of Exemption be filed with the County Clerk of the County of Sonoma in accordance with CEQA Guidelines.

SECTION 5. Severability.

If any section, subsection, subdivision, sentence, clause, phrase, or portion of this Ordinance for any reason is held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance.

The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions thereof be declared invalid or unconstitutional.

SECTION 6. Effective Date.

Agenda Item #7.2:

This ordinance shall take effect thirty (30) days after passage thereof.

SECTION 7. Publication.

This ordinance shall be published in accordance with the provisions of Government Code section 36933, subdivision (c)(1).

SECTION 8. This Ordinance Prevails Where There is Conflict.

To the extent that this Ordinance conflicts with any other provision in the Sonoma Municipal Code or city ordinance (urgency or otherwise), policy or regulation, this Ordinance will control.

APPROVED:
__________________________
John Gurney, Mayor
ATTEST: _________________________
Rebekah Barr, City Clerk
* * * * * *
I HEREBY CERTIFY the foregoing ordinance was duly adopted at a Regular Meeting of the City Council of the City of Sonoma held on the _________________, 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Agenda Item #7.2:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 19 Jun 2024
Department
Finance
Staff Contact
Prapti Aryal, Finance Director
Agenda Item Title
Accept the Expenditure Reports for the Months of March, April & May 2024 Summary
The attached reports show disbursements for the months of March, April and May 2024.

Fund 304 (Parks & Facilities CIP) shows expenses exceeding the annual budget by 229% in April; however, this was eliminated in May with the addition of the carry-over of unused CIP funding from FY22-23 as authorized by Resolution #46-2023. Further, there is a reduction in revenue from March 2024 to April 2024 as a result of reclassifying impact fees to Fund 314 (Parks in Lieu).

Fund 316 (Prop 68 Parks) indicates expenses exceeding the annual budget by 5%; however, matching funds in the amount of $46,254 for the waste receptacles project are currently in Fund 304, and a journal to reclass applicable expenses from Fund 316 to Fund 304 will eliminate the overage.

Fund 391 (Successor Agency) shows a negative fund balance of more than $20 million which is due to the debt service liability for tax allocation bonds of $28,190,000.

Fund 510 (Water Utility) transfer out budget was increased by $3,493,981 between March and April as a result of resolution #09-2024 for the water meter upgrade project.

Fund 796 (IGT) shows expenses exceeding the annual budget as a result of the Department of Health Care Services assessing $457,218 for CY21 and CY22 enrollment reconciliations in their Voluntary Rate Range Program, in which the city participates. A budget adjustment has been submitted to increase the budget by $457,218.

A detailed list of disbursements is available at the web site indicated at the bottom of the report.

Recommended Council Action
Accept reports.

Alternative Actions
Council discretion.

Financial Impact
Monthly Payables Reports, March, April & May 2024

Agenda Item #7.3:

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Expenditures - March 2024
Expenditures - April 2024
Expenditures - May 2024
Agenda Item #7.3:

DISBURSEMENT REPORT MARCH 2024
Year to Date Monthly Year to Date Annual Percent of Fund Fund Revenue Expenditure Expenditure Budget Budget Balance General Fund 30000 14,324,487 24,256,842 59% 12,887,900 City Council 41001 10,635 113,935 153,023 74%
City Clerk 41002 13,564 195,703 393,433 50%
City Manager 41003 109,993 994,796 1,314,858 76%
Finance 41004 21,606 465,682 801,131 58%
City Attorney 41005 23,952 162,633 337,914 48%
Police 42101 40,762 3,879,358 6,499,239 60%
Fire 42201 605,505 5,302,483 7,789,458 68%
Public Works - Admin 43020 30,123 398,732 536,512 74%
Public Works - Streets 43022 67,083 830,450 1,081,664 77% Public Works - Parks 43023 68,816 950,460 1,428,277 67% Planning 43030 93,202 996,784 1,270,847 78%
Building 43040 28,310 637,698 1,019,840 63%
Community Activities 43101 50,048 597,557 930,926 64%
Successor Agency 43199 2,560 60,767 205,251 30%
Non-Departmental 43200 84,771 621,195 809,890 77%
Emergency Response 43201 120 5,528 - 0%
Transfers - 239,703 833,749 29%
Total Gen Fund Exp 1,251,050 16,453,464 25,406,012 65%
Other Funds
Public Education & Gov 202 31,727 - 21,627 59,061 37% 996 Strong Motion 203 36 - - - 0% 6,289
Asset Forfeiture 211 - - - - 0% 15,974
SLESF C.O.P.S Grant 217 126,315 - - 102,100 0% 492,604
Bond Property 220 - - - - 0% (19,144)
Maysonnave Property 221 - - - - 0% (15,196)
Schell Drainage 234 - - - - 0% 53,469
Abandoned Vehicle 240 2,311 2,370 13,208 - 0% (26,204)
Streets/Transport/Drain 301 91,050 234,699 2,795,852 3,470,610 81% (2,778,211) Gas Tax 302 203,743 33,076 266,340 510,000 52% 731,155
SB-1Road Maint 303 157,362 - - 350,000 0% 553,873
Parks & Facilities 304 214,090 92,084 248,393 108,500 229% 267,780 Transportation Measure M 313 59,009 - 179 130,000 0% 364,214 Parks-In-Lieu/Quimby Act 314 - - - 50,000 0% 318,173
Parks Measure M 315 82,522 - - 157,000 0% 447,376
Prop 68 Parks 316 - 6,620 187,912 194,532 97% (198,181) Successor Agency 391 1,098,713 - 1,395,398 2,630,651 53% (20,890,100) CREBS 495 - - 41,749 41,749 100% (166,996)
2012 POB 498 - - - - 0% (5,336)
Cemetery Pre-need 500 - - - - 0% 12,454
Cemeteries 501 137,989 30,344 226,110 509,532 44% (2,089,079) Cemetery Replacement 502 - - - - 0% 288,613
Cemetery Endowment 504 23,015 - - 50,000 0% 809,385
Water Utility 510 4,304,890 216,915 3,035,881 6,555,949 46% 8,994,454 Water CIP 512 1,362 5,087 191,441 4,193,981 5% 1,500,945 Water Equip Replacement 513 - - - - 0% 672,586
EMS Equip Replacement 521 - - - - 0% (3,889)
Mgmt Information Srvcs 601 362,231 20,578 251,987 542,393 46% 332,119 Vehicle Replacement 603 242,842 - 307,377 536,000 57% 1,167,271 Insurance 604 - - - - 0% 46,579
Bulding Maintenance 610 177,555 733 733 281,500 0% 2,994,942 Computer Loan 614 - - - - 0% 60,357
Hardscape Maint 615 - - - - 0% 24,502
Admin Hearings 620 - - - - 0% 248
Grants Restricted 630 1,253,719 - - - 0% 1,254,833
Culture Fine Art 701 - - - - 0% 730
Tree Trust 702 - - - - 0% 1,151
Public Art 703 - - - - 0% 332
Pool Scholarship 715 - - - - 0% (20,051)
Senior Housing 731 - - - - 0% 237,580
Housing Trust 732 264,765 - - - 0% 1,731,165
IGT 796 - - 656,028 440,000 149% 1,034,746
SVFRA Operations 798 77,492 233 4,041 - 0% 731,698
TOTAL 23,237,225 1,893,789 26,097,720 46,319,570 56%
Monthly disbursement detail reports can be found at www.sonomacity.org/financial-documents Agenda Item #7.3:

DISBURSEMENT REPORT APRIL 2024
Year to Date Monthly Year to Date Annual Percent of Fund Fund Revenue Expenditure Expenditure Budget Budget Balance General Fund 30000 17,524,869 24,256,842 72% 15,494,374 City Council 41001 13,169 136,013 153,023 89%
City Clerk 41002 14,620 210,323 393,433 53%
City Manager 41003 122,276 1,117,012 1,314,858 85%
Finance 41004 21,940 487,622 801,131 61%
City Attorney 41005 29,159 191,792 337,914 57%
Police 42101 38,099 3,917,457 6,499,239 60%
Fire 42201 13,128 5,315,611 7,789,458 68%
Public Works - Admin 43020 94,202 496,929 536,512 93%
Public Works - Streets 43022 90,871 921,321 1,081,664 85% Public Works - Parks 43023 78,868 1,025,333 1,428,277 72% Planning 43030 60,330 1,057,115 1,270,847 83%
Building 43040 45,593 683,291 1,019,840 67%
Community Activities 43101 52,014 649,571 930,926 70%
Successor Agency 43199 2,714 63,480 205,251 31%
Non-Departmental 43200 60,129 681,323 809,890 84%
Emergency Response 43201 120 5,648 - 0%
Transfers - 257,312 833,749 31%
Total Gen Fund Exp 737,231 17,217,152 25,406,012 68%
Other Funds
Public Education & Gov 202 31,727 - 21,627 59,061 37% 996 Strong Motion 203 37 - - - 0% 6,289
Asset Forfeiture 211 - - - - 0% 15,974
SLESF C.O.P.S Grant 217 126,315 - - 102,100 0% 492,604
Bond Property 220 - - - - 0% (19,144)
Maysonnave Property 221 - - - - 0% (15,196)
Schell Drainage 234 - - - - 0% 53,469
Abandoned Vehicle 240 2,311 1,034 14,242 - 0% (29,608)
Streets/Transport/Drain 301 91,050 87,328 2,583,454 3,470,610 74% (2,871,905) Gas Tax 302 225,823 15,339 408,610 510,000 80% 567,299
SB-1Road Maint 303 180,085 - - 350,000 0% 576,596
Parks & Facilities 304 15,620 - 248,393 108,500 229% 69,310 Transportation Measure M 313 59,009 - 179 130,000 0% 301,613 Parks-In-Lieu/Quimby Act 314 229,710 - - 50,000 0% 547,883 Parks Measure M 315 123,539 - - 157,000 0% 488,393
Prop 68 Parks 316 - - 194,532 185,015 105% (198,181)
Successor Agency 391 1,098,713 1,750 1,270,216 2,630,651 48% (20,764,341) CREBS 495 - - 41,749 41,749 100% (166,996)
2012 POB 498 - - - - 0% (5,336)
Cemetery Pre-need 500 - - - - 0% 12,454
Cemeteries 501 157,598 12,529 238,638 509,532 47% (2,081,998) Cemetery Replacement 502 - - - - 0% 288,613
Cemetery Endowment 504 23,385 - - 50,000 0% 811,755
Water Utility 510 4,683,818 89,907 3,125,787 10,049,931 31% 9,258,475 Water CIP 512 1,362 7,149 198,590 4,193,981 5% 1,487,594 Water Equip Replacement 513 - - - - 0% 672,586
EMS Equip Replacement 521 - - - - 0% (3,889)
Mgmt Information Srvcs 601 362,231 21,600 273,587 542,393 50% 310,519 Vehicle Replacement 603 242,842 98,519 405,896 536,000 76% 1,068,752 Insurance 604 - - - - 0% 46,579
Bulding Maintenance 610 177,555 7,594 8,326 281,500 3% 2,987,348 Computer Loan 614 - - - - 0% 60,357
Hardscape Maint 615 - - - - 0% 24,502
Admin Hearings 620 - - - - 0% 248
Grants Restricted 630 1,253,761 - - - 0% 1,254,875
Culture Fine Art 701 - - - - 0% 730
Tree Trust 702 - - - - 0% 1,151
Public Art 703 - - - - 0% 332
Pool Scholarship 715 - - - - 0% (20,051)
Senior Housing 731 - - - - 0% 237,580
Housing Trust 732 264,765 - - - 0% 1,731,165
IGT 796 - 47,873 703,901 440,000 160% 986,873
SVFRA Operations 798 82,692 552 4,593 - 0% 736,346
TOTAL 26,958,816 1,128,404 26,959,474 49,804,035 54%
Monthly disbursement detail reports can be found at www.sonomacity.org/financial-documents Agenda Item #7.3:

DISBURSEMENTREPORT MAY2024
Year to Date Monthly Year to Date Annual Percent of Fund Fund Revenue Expenditure Exmliture Budget Budget Balance General Fund 30000 19,477,180 24,256,842 80% 13,871,994 City Council 41001 11,533 147,970 161,643 92%
City Clerk 41002 16,443 227,963 391,933 58%
City Manager 41003 99,826 1,217,248 1,241,081 98%
Finance 41004 71,933 562,656 871,331 65%
City Attorney 41005 64,405 256,273 337,914 76%
Police 42101 1,238,679 5,160,727 6,499,239 79%
Fire 42201 1,166,145 6,507,276 7,783,458 84%
PublicWorks - Admin 43020 33,887 532,500 505,312 105%
Public Works - Streets 43022 68,473 1,000,088 1,079,264 93% PublicWorks — Parks 43023 86,604 1,117,125 1,390,854 80% Planning 43030 69,687 1,129,886 1,881,327 60%
Building 43040 30,975 716,214 1,019,840 70%
Community Activities 43101 85,522 735,093 930,926 79%
SuccessorAgency 43199 7,503 70,983 205,251 35%
Non-Departmental 43200 63,480 771,495 787,890 98%
Emergency Response 43201 120 5,768 - 0%
Transfers 321,749 626,919 833,749 75%
Total Gen Fund Exp 3,436,962 20,786,184 25,921,011 80%
Other Funds
Public Education &Gov 202 42,540 - 21,627 59,061 37% 11,809 Strong Motion 203 64 - - - 0% 6,316
Asset Forfeiture 211 -
- -
- 0% 15,974
SLESF C.O.P.S Grant 217 130,698 100,000 100,000 102,100 98% 396,986 Bond Property 220 — - -
- 0% (19,144)
Maysonnave Property 221 - — - - 0% (15,196)
Schell Drainage 234 — - - - 0% 53,469
Abandoned Vehicle 240 2,311 365 14,607 — 0% (29,973)
Streets/TransportlDrain 301 1,564,573 74,020 2,957,200 3,648,006 81% (1,472,403) Gas Tax 302 247,693 10,612 419,223 766,755 55% 578,557
SB-1Road Maint 303 204,293 - - 350,000 0% 600,804
Parks & Facilities 304 69,380 12,250 260,643 393,258 66% 110,819 Transportation Measure N 313 88,462 - 179 230,000 0% 331,065 Parks-ln-Lieu/Quimby Act 314 229,710 - - 50,000 0% 547,883 Parks Measure M 315 123,539 - — 277,000 0% 488,393
Prop 68 Parks 316 - - 194,532 185,015 105% (198,181)
Successor Agency 391 1,098,713 136,442 1,406,658 2,630,651 53% (20,900,783) CREBS 495 - - (41,749) 41,749 -100% (83,498)
2012 POB 498 -
- - - 0% (5,336)
Cemetery Pre-need 500 - - -
- 0% 12,454
Cemeteries 501 270,222 24,280 263,810 509,532 52% (1,994,546) Cemetery Replacement 502 -
- -
- 0% 288,613
Cemetery Endowment 504 28,505 50,000 - 50,000 0% 764,875 Water Utility 510 5,145,477 1,201,577 4,341,922 10,049,931 43% 8,504,000 Water ClP 512 401,362 803 199,393 4,610,438 4% 1,886,791 Water Equip Replacement 513 -
- - - 0% 672,586
EMS Equip Replacement 521 — - — - 0% (3,889)
Mgmt Information Srvcs 601 442,726 37,605 311,192 542,393 57% 353,410 Vehicle Replacement 603 296,807 - 405,896 536,000 76% 1,122,716 Insurance 604 -
- - - 0% 46,579
Bulding Maintenance 610 228,285 - 8,326 281,500 3% 3,038,078 Computer Loan 614 - — - - 0% 60,357
Hardscape Maint 615 -
- — - 0% 24,502
AdminHearings 620 -
- -
- 0% 248
Grants Restricted 630 1,253,761 1,253,719 1,253,719 - 0% 1,157 Culture Fine Art 701 — - -
- 0% 730
Tree Trust 702 - -
- - 0% 1,151
- Senior Housing 731- —
- 0% 237,580 Housing Trust 732 312,623
- -- 0% 1,779,023 IGT 796 1,025,534 20,000 723,901 440,000 165% 2,012,406 SVFRAOperations 798 166,406 384 4,977- 0% 819,677 TOTAL 32,850,864 6,384,019 33,657,242 51,699,400 65% Monthly disbursement detail reports can be found at www.sonomacity.org/financial—documents Agenda Item #7.3:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 19 Jun 2024
Department
Finance
Staff Contact
Prapti Aryal, Finance Director
Agenda Item Title
Adopt a Resolution Approving a FY23/24 Budget Amendment to Fund Additional Obligations to the Department of Health Care Services’ IGT Program
Summary
Since 2006, the Department of Health Care Services (DHCS) has offered public healthcare providers the opportunity to participate in a voluntary rate range Intergovernmental Transfer (IGT) program that increases reimbursement for services provided to Medi-Cal managed care plan members by allowing access to federal matching funds. In 2015, this program was expanded to include public Emergency Medical Services (EMS) providers, such as the Sonoma Valley Fire District.

The IGT program requires the transfer of eligible local dollars from the City to the DHCS, which in turn uses the transferred funds to increase the monthly capitation rates it paid Medi-Cal managed care health plan providers. The Medi-Cal managed care health plan providers then pay most of their IGT funded rate increases to the local governments that transferred the funds.

Ultimately, each local government participant should receive back the funding it transferred plus the federal match.

On June 1, 2015, the City Council passed Resolution #18-2015 approving an agreement between the City and DHCS to enroll the City in the IGT program and authorizing the city manager to sign the agreement. In each year since, the IGT contract has been authorized as part of the annual city budget. Participation in the IGT program provides an important opportunity for the City to collect ambulance transport fees that would not otherwise be available.

As part of the IGT program contract between the City and DHCS, the DHCS reconciles enrollment figures in Medi-Cal managed care health plans on an ongoing basis and if the reconciliation results in an increase to the total amount necessary to fund the nonfederal share of payments, the City is obligated to transfer additional funds necessary to cover the difference.

Actual enrollment reconciliation is considered final two years after December 31 of each calendar year.

DHCS reconciliation for CY2021 and CY 2022 resulted in increased funding requirements of $4,889 and $452,329, respectively. As a result of this unanticipated expense, the IGT fund now exceeds the FY 23/24 adopted budget.

Approval of an increase in the IGT contract budget is needed so the City can meet its contractual obligations to DHCS.

Recommended Council Action
Agenda Item #7.4:

Adopt a Resolution approving a FY 23/24 budget amendment in the amount of $457,218 in account 796-68900-354-50354 from the unreserved fund balance in Fund 796.

Alternative Actions
Council discretion.

Financial Impact
Approval of the recommended budget amendment increases the total budget for the IGT contract from $420,000 to $877,218. The IGT Fund (796) has available unreserved fund balance of $2,449,624 for this expense; therefore, this amendment will not impact the General Fund (100) unreserved fund balance.

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

City of Sonoma
RESOLUTION # _____ - 2024

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA
APPROVING A FY 23/24 BUDGET AMENDMENT TO FUND ADDITIONAL OBLIGATIONS

TO THE DEPARTMENT OF HEALTH CARE SERVICES IGT PROGRAM
WHEREAS, since 2006, the Department of Health Care Services (DHCS) has offered public healthcare providers the opportunity to participate in a program called a voluntary rate range Intergovernmental Transfer (IGT) pursuant to Welfare & Institutions Code Sections 14164 and 14301.4 that increases reimbursement for services provided to Medi-Cal managed care plan members by providing access to federal matching funds for Medi-Cal reimbursements; and WHEREAS, in 2015, the IGT program was expanded to include public emergency medical services (EMS), providing local government providers of Medi-Cal services the opportunity to recoup a larger share of the costs associated with serving Medi-Cal patients; and WHEREAS, Resolution #18-2015 was passed on June 1, 2015, authorizing the City Manager to sign an agreement between the City and DHCS to participate in the IGT program and begin transferring local matchable funds annually from the City to DHCS; and WHEREAS, DHCS reconciles actual enrollment in participating plans on an ongoing basis, which may result in an increase in the total amount the City funds for the nonfederal share of payments; and
WHEREAS, DHCS reconciliations for CY 2021 and CY 2022 resulted in increases of $4,889 and $452,329, respectively, for a total increase of $457,218 to the City’s obligation; and WHEREAS, this unanticipated increase resulted in expenses exceeding the adopted FY 23/24 budget of $420,000 for account 796-68900-354-50354 (IGT contract); and WHEREAS, there is enough in the City’s IGT fund’s unreserved fund balance of $2,449,624 to cover this expense.

NOW THEREFORE BE IT RESOLVED that the City Council of the City of Sonoma does hereby approve a FY 23/24 budget amendment in the amount of $457,218 in account 796-68900-354- 50354 from the unreserved fund balance in Fund 796.

PASSED AND ADOPTED this 19th day of June 2024 by the following vote:

AYES:

NOES:

ABSENT:

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

City of Sonoma
Agenda Item Summary
Meeting: City Council - 19 Jun 2024
Department
Planning and Community Services
Staff Contact
Jennifer Gates, AICP, Community Development
Director
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute a Professional Services Contract Amendment with M-Group in an Amount not to Exceed $125,000 to Continue Planning Services in the City of Sonoma
Summary
On January 23, 2023, the City Council adopted a resolution authorizing the City Manager to enter into a contract with M-Group to support the Planning and Community Services Department with a contract planner through June 30, 2023, for up to $50,000. The department has had an Associate Planner position vacant since January 19, 2023, due to a resignation and the department recently had another resignation in May 2024. On June 21, 2023, the City Council authorized the City Manager to execute a new agreement with M-Group to provide a contract planner commencing July 1, 2023, through June 30, 2024, for up to $51,840. Since January 2023, the contract planner has assisted with planning questions at the front counter, facilitated intake of planning and building permit applications, and performed project management work for various development projects. The existing contract is set to expire on June 30, 2024, and staff is recommending that the City Council authorize the City Manager to extend the contract with M-Group for these planning services to support the department until permanent staff is hired. On-call services will continue to be billed on an hourly basis consistent with M-Group’s revised billing rates with a not to exceed a total budget of $125,000. On call services, under this contract will extend through June 30, 2025.

Recommended Council Action
Approve a professional services contract amendment to increase the total contract amount up to $125,000 and extend the contract term through June 30, 2025, with M-Group to provide planning services working at the City for a minimum of two days a week, until the planning vacancy can be filled, or the services are no longer needed.

Alternative Actions
City Council discretion.

Financial Impact
The contract planner will be funded through salary savings and also through the Department’s established procedure for cost recovery from development projects.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Agenda Item #7.5:

Attachments
Reso - M-Group PSA Amendment
M-Group PSA Amendment
M_Group PSA FY2023-24
Agenda Item #7.5:

City of Sonoma
RESOLUTION # _______ - 2024

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA

AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE

PROFESSIONAL SERVICES AGREEMENT WITH M-GROUP TO PROVIDE PLANNING SERVICES THROUGH JUNE 30, 2025
WHEREAS, the City of Sonoma (“the City”) requires planning services while an active recruitment is occurring; and
WHEREAS, for development projects, per the City’s fee schedule, costs for planning services shall be passed through the applicant as applicable; and WHEREAS, the City Council approved a Professional Services Agreement with M-Group on June 21, 2023, in the amount not to exceed $51,840 through June 30, 2024.

WHEREAS, the City desires to extend the services provided by M-Group, therefore requiring an amendment to the compensation and term for Professional Services Agreement.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the City Manager to execute an amendment to the Professional Services Agreement with M-Group to provide services in the amount not to exceed $125,000 through June 30, 2025.

RESOLVED AND ADOPTED this 19th day of June 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_________________________________
John Gurney, Mayor
ATTEST:
_________________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.5:

CITY OF SONOMA

AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
CITY OF SONOMA & M-GROUP.

THIS AMENDMENT TO THE AGREEMENT is entered into as of the ____ day of _____________, 20__, by and between the CITY OF SONOMA herein called the “City,” and MGroup, herein called the “Consultant.” Recitals
WHEREAS, the Parties entered into an Professional Services Agreement for part-time associate planner services commencing July 1, 2023, for a not-to-exceed Agreement amount of $51,840 (“Agreement”); and
WHEREAS, the Parties now desire to amend the Agreement to extend services provided.

Agreement
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Consultant agree to amend Section 3.1, 3.2, 3.3, and 3.5 as follows and Exhibit A and B as attached:

3.1 “Scope of Services” means such professional services as are set forth in Consultant’s June 11, 2024 proposal to City attached hereto as “Exhibit A” and fully incorporated herein by this reference.

3.2 “Approved Fee Schedule” means such compensation rates as are set forth in Consultant’s 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 “Maximum Amount” means the highest total compensation and costs payable to Consultant by City under this Agreement. The Maximum Amount under this Agreement is One Hundred Twenty-Five Thousand ($125,000).

3.5 “Termination Date” means June 30, 2025.

Except as modified herein, all other provisions of the Agreement shall remain unchanged and in full force and effect.

Agenda Item #7.5:

IN WITNESS WHEREOF, the City and Consultant have executed this Agreement as of the date first above written.

CITY OF SONOMA
By:

David Guhin, City Manager

CONSULTANT
By:

Title
Federal Tax Identification Number or
Social Security Number
Approved as to form:

By:__________________________________
David J. Ruderman, City Attorney
Date:________________________

FOR CITY USE ONLY
Account No. 100-43040-350-50350
Project Manager Jennifer Gates
Community Development Director
Agenda Item #7.5:

m-group a new design on urban planning
policy planning  urban design  environmental review  historic preservation  community engagement  staffing solutions m-group.us campbell  santa rosa  hayward
June 11, 2024
Jennifer Gates
Community Development Director
City of Sonoma
Subject: Extension of On-Call Planning Services Contract Jennifer,
I am pleased to provide this letter proposal to extend M-Group’s on-call planning services contract with the City of Sonoma. M-Group will continue to provide on-call professional planning services for projects assigned by the City with a hybrid option for in person and remove work, as agreed to by both the city and M-Group. Based on our understanding of the City’s current needs, Associate Planner Alaina Lipp will remain available up to 20 hours per week and including both in person and remote work as acceptable to the task. Additionally, other M-Group planners (Assistants, Associates, Seniors, and Principals) and Specialists (Historic Preservation and Public Art Specialists) will be available on an on-call basis.

Planning services to be provided by M-Group may include but are not limited to the following:
• Answer counter questions, voicemails, and respond to online inquiries • Process improvements and e-document form preparation
• Prepare Staff Reports
• Assist with city led advanced planning and policy efforts • Assist with Management and/or preparation of Environmental Review • Manage/Assist with various Planning and Building projects • Attend/present at Board, Committee, Commission, and Council Meetings remotely or in person, if necessary
• Other planning and environmental tasks requested by the City To accommodate the range of work listed above and to ensure flexibility based on specific city needs, on-call services will be billed on an hourly basis consistent with M-Group’s 2024/2025 billing rates (attached) with a not to exceed budget of $75,000. On call services, under this contract will extend through June 30, 2025.

I trust that this proposal to extend M-Group’s on-call planning contract meets the City of Sonoma’s immediate needs. Please do not hesitate to contact me to discuss any revisions or refinements.

Thank you,
Olivia Ervin, Principal-In-Charge
[email protected]
707.540.0723 x 202
Agenda Item #7.5:

M-GROUP STAFF 2024 HOURLY RATES
Admin Analyst
Planning Tech $95
Assistant Planner
Assistant Urban Designer
Social Media Coordinator
$115
Associate Planner
Associate Urban Designer
GIS Services
$145
Environmental Planner
Historic Preservation Specialist
Public Art Specialist
$160
Senior Planner
Senior Urban Designer
Senior Environmental Planner
Project Manager
$175
Principal Planner
Principal Environmental Planner
Principal Policy Planner
Director of Urban Design
$195
Principal $280-$300
* Hourly rates are subject to annual adjustment on January 1st. * M-Group adds a 10% administration fee to Sub-consultant rates.

Agenda Item #7.5:

PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES (City of Sonoma / M-Group)

1. IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into as of the last date indicated below by and between the City of Sonoma, a California municipal corporation (“City”), and M—Group,a California S-Corp (“Consultant”) (collectively, “parties”).

2. RECITALS

2.1 2.2

2.3 City has determined that it requires the following professional services from a consultant: to provide staff support with a part time Associate Planner up to approximately 20 hours per week to assist the Planning Division of the Community Development Department.

Consultant represents that it is fully quali?ed to perform such professional services by Virtueof 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.

City hasrelied upon the professional ability and training of 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, quali?cations, 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 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 3.2
290701.v3
“Scope of Services” means such professional services as are set forth in Consultant’s June 8, 2023 proposalto City attached hereto as “Exhibit A” and fully incorporated herein by this reference.
“Approved Fee Schedule” means such compensation rates as are set forth in Consultant’s fee schedule to City attached hereto as “Exhibit B” and fully incorporated herein by this reference. This fee schedule shall remain in effect for Agenda Item #7.5:

3.3 3.4

3.5 3.6

3.7 Professional Services Agreement
(City ofSonoma/ M—Group)
the duration of this Agreement unless modi?ed in writing by mutual agreement of the parties.
“Maximum Amount” means the highest total compensation and costs payable to Consultant by City under this Agreement. The Maximum Amount under this Agreement is ?fty-one thousand eight hundred forty Dollars ($51,840). “Commencement Date” means July 1, 2023.
“Termination Date” means June 30, 2024.
“City Consultant Project Administrator” means Jennifer Gates, Community DevelopmentDirector.
“Consultant Project Administrator” means Heather Hines, Principal, M-Group.

4. TERM
The term of this Agreement shall commence at 12:00 am. on the Commencement Date and shall terminate at 11:59 pm. on the Termination Date unless extended in writing by mutual agreement of the parties or terminated earlier in accordance with Section 18 (“Termination”) below.

5. CONSULTANT’S SERVICES

5.1 5.2
290701.v3
Time is of the essence in Consultant’s performance of services under this Agreement.

Consultant shall perform the servicesidenti?ed 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 City through its Consultant Project Administrator. All changes and/or extra work shall be performed and paid for in accordance with the following:

5.2.1 Only the City Manager 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 Manager’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

Agenda Item #7.5:

290701.v3

5.3 5.4

5.5 Professional Services Agreement
(City ofSonoma / M—Group)
such unauthorized work and Consultant thereafter shall be entitled to no compensationwhatsoever for performance of such work.

5.2.2 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 City 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 determinesthat 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.

5.2.3 In the event City determinesthat 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 appealedto the City Council as long as a written appeal is submitted to the City Manager within ?ve (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 ?nal.

In no event shall the total compensationand costs payable to Consultant under this Agreement exceed the Maximum Amount unless speci?cally approved in advance and in writing by City. Consultant shall notify the City Consultant Project Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the Maximum Amount payable above.

Consultant shall concurrently inform the City Consultant Project 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 payable above.

Consultant shall perform all work to the highest standards of Consultant’s profession and in a manner reasonably satisfactory to City. Consultant shall comply with all applicable federal, state and local laws and regulations, including the con?ict-of—interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.).

Consultant shall obtain and maintain in force a City business license for the term of this Agreement.

Agenda Item #7.5:

290701.v3

5.6 5.7

5.8 5.9

5.10 5.11
Professional Services Agreement
(City ofSonoma/ M—Group)
Consultant represents that it has advised City in writing prior to the date of signing this Agreement of any known relationships with third parties, City Council Members, or employees of City which would (1) present a con?ict 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, (2) prevent Consultant from performing the terms of this Agreement, or (3) present a signi?cant opportunity for the disclosure of con?dential information.

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 con?ict of interest statute and (ii) City has not consented in writing to Consultant’s performance of such work.

Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services identi?ed 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 quali?ed to perform such services. Heather Hines, Principal, M-Group, shall be the Consultant Project Administrator and shall have direct responsibility for management of Consultant’s performance under this Agreement. No other person shall serve as Consultant Project Administrator without City’s prior written consent.

This Agreement covers professional services of a speci?c 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.

Consultant shall be responsible to City for all services to be performed under this Agreement. All subconsultants shall be approved by the City Consultant Project Administrator and their billing rates identi?ed in the Approved Fee Schedule, Exhibit B. City shall pay Consultant for work performed by its subconsultants (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 any and all payments, compensation,and federal and state taxes to all subconsultants performing services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any subconsultants.

Consultant shall notify the City ConsultantProject Administrator, in writing, of any change in name, ownership or control of Consultant’s ?rm or of any subconsultant.

Agenda Item #7.5:

Change of ownership or control of Consultant’s ?rm may require an amendmentto the Agreement.

5.12 PrevailingWage Notice.

5.12.1 5.12.2

6. COMPENSATION
Professional Services Agreement
(City ofSonoma/ M-Group)
This Agreement is subject to prevailing wage law, for all work performed underthe Agreement for which the payment of prevailing wages is required under the California Labor Code. In particular, Consultant acknowledges that prevailing wage determinations are available for the performance of inspection and survey work.

In the event Consultant will perform inspection services, City or authorized representatives of the City shall have the right to inspect the work of such services whenever such representatives may deem such inspection to be desirable or necessary. Inspectionsby the City do not in any way relieve or minimize the responsibility of Consultant to conduct the inspections Consultant has expressly agreed to perform pursuant to this Agreement. Consultant shall be solely liable for said inspections performed by Consultant.

Consultant shall certify in writing to the City as to the completeness and acceptability of each inspection of improvement or construction which Consultant agrees to inspect hereunder.

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

6.2. Consultant shall submit to City an invoice, on a monthly basis or less frequently, for services performed pursuant to this Agreement. Each invoice shall identify the Maximum Amount, the servicesrendered 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 classi?cation/position with the ?rm, the corresponding hourly rate, the hours worked, a description of each labor charge, and the total amount due for labor charges.

6.3. City shall not withhold applicabletaxes or other payroll deductionsfrom payments made to Consultant except as otherwise required by law. Consultant shall include a copy of each subconsultant invoice for which reimbursement is sought in the invoice.

6.4. The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Consultant. 290701.v3

Agenda Item #7.5:

ProfessionalServices Agreement
(City ofSonoma / M—Group)

7. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material, and all electronic ?les, including computer-aideddesign ?les, developed by Consultant in the performance of this Agreement (such written material and electronic ?les are collectively known as “written products”) shall be and remainthe 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 productsshall be the subject of a copyright applicationby Consultant.

8. RELATIONSHIP OF PARTIES

8.1. 8.2.

Consultant is, and shall at all times remain as to City, a wholly independent contractor. 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 of?cers, employees and agents shall not have any power to bind or commit the City to any decision or course of action, and Consultant, its of?cers, employees and agents shall not 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.

Under no circumstances shall Consultant look to the City as its employer.

Consultant shall not be entitled to any bene?ts. City makes no representationas to the effect of this independent contractor relationship on Consultant’s previously earned California Public Employees Retirement System (“CalPERS”) retirement bene?ts, if any, and Consultant speci?cally 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, workers’ compensation, and other applicable federal and state taxes.

9. CONSULTANT PROJECT ADMINISTRATOR
In performing services under this Agreement, Consultant shall coordinate all contact with City through its City Consultant Project Administrator. City reserves the right to change this designation upon written notice to Consultant. All services under this Agreement shall be 290701.v3

Agenda Item #7.5:

Professional Services Agreement
(City ofSonoma/ M-Group)
performed at the request of the City Consultant Project Administrator, who will establish the timetablefor completion of services and any interim milestones.

10. INDEMNIFICATION

10.1. The parties agree that City, its of?cers, agents, employees, and volunteers should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, taxes, or any other cost arising out of or in any way related to the performance of this Agreement.

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. 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.

10.2. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless, and when the City requests with respect to a claim provide a depositfor the defense of, and defend (with counsel satisfactory to City) City, its officers, agents, employees and volunteers from and against any and all claims, losses, costs and expenses for any damage due to death or injury to any person, whether physical, emotional, consequentialor otherwise, and injury to any property arising out of or in connection with Consultant’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Consultant or any of its of?cers, employees, servants, agents, or subconsultants, or anyone directly or indirectly employed by either Consultant or its subconsultants,in the performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage whichis caused by the sole active negligence or willful misconduct of the City. Such costs and expenses shall include reasonable attorneys’ fees due to counsel of City’s choice, expert fees and all other expenses of litigation. Consultant shall not be entitled to any refund of attorneys’ fees, defense costs or expenses in the event that it is adjudicated to have been nonnegligent.

10.3. 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 10 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’ compensationlaws.

10.4. The obligations of Consultant under this Section 10 of this Agreement are not limited by the provisions of any workers’ compensation or similar statute.

290701.v3
Agenda Item #7.5:

10.5. 10.6.

10.7. 10.8.

Professional Services Agreement
(City ofSonoma/ M—Group)
Consultant expressly waives its statutory immunity under such statutes as to City, its of?cers, agents, employees and volunteers.

Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in Section 10 of this Agreement from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations from others, Consultant agrees to indemnify, hold harmless and defend City, its of?cers, agents, employees and volunteers 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 subconsultants 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.

City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certi?cate required pursuant to this Agreement. This hold harmless and indemni?cation provision shall apply whether or not any insurance policies apply to a claim, demand, damage, liability, loss, cost or expense.

In the event that Consultant or any employee, agent, or subconsultant of Consultant providing services under this Agreement 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, Consultantshall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS bene?ts on behalf of Consultant or its employees, agents, or subconsultants,as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of City.

Notwithstanding any federal, state, or local policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subconsultants providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, bene?t, 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 bene?ts.

11. INSURANCE

11.1. 290701.v3
During the term of this Agreement, Consultant shall carry, maintain, and keep in ?lll force and effect insurance against claims for death or injuries to persons or

Agenda Item #7.5:

290701.v3

11.2. 11.3.

Professional Services Agreement
(City ofSonoma / M—Group)
damages to property that may arise from or in connection with Consultant’s performance of this Agreement.

Any available insurance proceeds broader than or in excess of the speci?ed minimum Insurance coverage requirements or limits shall be available to City as an Additional Insured as provided below. Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits speci?ed in this Agreement, or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named Insured.

Insurance required under this Agreement shall be of the types set forth below, with minimum coverage as described:

11.3.1.Comprehensive General Liability Insurance written on a per occurrence basis with coverage limits of not less than Two Million Dollars ($2,000,000) per occurrence and Four Million Dollars ($4,000,000) general aggregate, including products and operationshazard, contractual insurance, broad form property damage, independent consultants, personal injury, underground hazard, and explosion and collapse hazard where applicable.

11.3.2.Automobile Liability Insurance for vehicles used in connection with the performance of this Agreement with minimum limits of Two Million Dollars ($2,000,000) per claimant and Two Million dollars ($2,000,000) per incident. 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).

11.3.3. Worker’s Compensationinsurance if and as requiredby the laws of the State of California.

11.3.4.Professional Errors and Omissions Insurance with coverage limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate. In the event Consultant’s policy is a “claims made” policy only covering those claims made during the policy period, then Consultant agrees to maintain the professional liability insurance required hereunder and with respect to this project in effect for at least three (3) years after acceptance of the work. The retroactive date of the policy must be shown and must be before the Commencement Date of this Agreement. If coverage is canceled or non—renewed,and not replaced with another claims-made policy form with a retroactive date before the Commencement Date of this Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of three (3) years after completion of work.

Agenda Item #7.5:

290701.v3

11.4. 11.5.

11.6. 11.7.

11.8. 11.9.

11.10. 11.11.

Professional Services Agreement
(City ofSonoma/ M—Group)
Consultant shall require each of its subconsultants to maintain insurance coverage that meets all of the requirements of this Agreement provided however, that the City Consultant Project Administrator may waive the provision of Errors and Omissions Insurance by subconsultantsin his or her sole discretion.

The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least AIVH in the latest edition of Best’s Insurance Guide.

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.

At all times during the term of this Agreement, Consultant shall maintain on ?le with City’s Risk Manager a certi?cate or certi?cates of insurance showing that the required coverages are in effect and naming City and its of?cers, employees, agents and volunteers as Additional Insureds. Prior to commencement of work under this Agreement, Consultant shall ?le with City’s Risk Manager such certi?cate(s) and Forms CG 20 10 07 04 and CG 20 37 07 04 or the substantial equivalent showing City as an Additional Insured.

Consultantshall provideproof that policies of insurance requiredby 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.

The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming City and its of?cers, employees, agents and volunteers as AdditionalInsureds. All of the policiesrequiredunder 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 certi?cates 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.

The insurance provided by Consultant shall be primary to any other coverage available to City. Any insurance or self-insurance maintained by City and/or its of?cers, employees, agents or volunteers shall be in excess of Consultant’s insurance and shall not contribute with it.

All insurance coverage provided pursuant to this Agreement shall not prohibit Consultant, and Consultant’s employees, agents or subconsultants, from waiving

Agenda Item #7.5:

11.12. 11.13.

11.14. 11.15.

Professional Services Agreement
(City ofSonoma / M—Group)
the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against the City. Consultant agrees to obtain any endorsementthat 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 subconsultants.

Any deductibles or self-insuredretentions must be declared to and approved by the City. At the option of City, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond in the amount of the deductible or self-insured retention to guarantee payment of losses and expenses.

Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duties to indemnify, hold harmless and defend under Section 10 of this Agreement.

Consultant may be self-insured under the terms of this Agreement onlywith express written approval from the City.

11.14.1. All self—insuredretentions(SIR) must be disclosed to the City for approval and shall not reduce the limits of liability.

11.14.2. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City.

City reserves the right to obtain a full certi?ed copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of the right to exercise later.

12. MUTUAL COOPERATION

12.1. 12.2.
290701 .v3
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.

If any claim, action, or proceeding 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, action, or proceeding. '

Agenda Item #7.5:

Professional Services Agreement
(City ofSonoma / M-Group)

13. CONFIDENTIALITY
All data, documents,discussion,or other information developed or received by Consultant or provided for performance of this Agreement are deemed con?dential and shall not be disclosed by Consultant without prior written consent by City. City shall grant such consent if disclosure is legally required. Upon request, all City data shall be returned to City upon the termination or expiration of this Agreement.

14. RECORDS AND INSPECTIONS
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 requiredby law, from the date of ?nal 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. City shall further have the right to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

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 ?nal payment under the Agreement.

15. 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. l6. 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 addresslisted below and simultaneously deposited in the US. 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).

290701.v3
Agenda Item #7.5:

Professional Services Agreement
(City ofSonoma/ M—Group)
If to City: If to Consultant:

Jennifer Gates Heather Hines
City of Sonoma M—Group
Community Development Department
No. 1 The Plaza 499 Humboldt Street
Sonoma, CA 95476 Santa Rosa, CA 95404
Telephone: (707) 938-3681 Telephone: 707-540—0723
Email: [email protected] Email: hhines@m—group.us With courtesy copy to:

David J. Ruderman,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]

17. 18.
290701.v3

SURVIVING COVENANTS
The parties agree that the covenants contained in Paragraph 8.2, Section 10, Paragraph

12.2, Section 13, and Section 14 of this Agreement shall survive the expiration or termination of this Agreement.

TERMINATION

18.1. 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 servicesrequired.

Notice of Termination of this Agreement shall be given in writing to Consultant and shall be suf?cient and complete when same is emailed to Consultant and simultaneously deposited in the United States mail postage prepaid and certi?ed, addressed as set forth in Section 16 of this Agreement. The Agreement shall be terminated upon receipt of the Notice of Termination by 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 ?nal 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.

Agenda Item #7.5:

19. 290701.v3

18.2. 18.3.

18.4. Professional Services Agreement
(City ofSonoma/ M—Group)
Compensation for the Consultant in the event of termination by the City shall be determined by the City Manager in accordance with the percentage of project completed.In the event that this Agreement isterminated pursuant to this Paragraph

18.1, 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.

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 speci?cations, 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 speci?cations, or other data whether complete or not.

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.

In no event shall Consultant be entitled to receive more than the Maximum Amount that would be paid to Consultant for the full performance of the services required by this Agreement as provided in Paragraph 3.3 above and as otherwise provided in this Agreement.

GENERAL PROVISIONS

19.1. 19.2.

Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City’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.

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 de?ned 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. Consultant shall take af?rmative action to ensure that applicants are employed, and that employees are treated during employment

Agenda Item #7.5:

290701,v3

19.3. 19.4.

19.5. 19.6.

19.7. Professional Services Agreement
(CizjyofSonoma / M—Group)
without regard to race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as de?ned 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. Such action 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 applicantsfor employment, the provisions of this nondiscrimination clause.

Eachparty 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.

The captions appearing at the commencement of the Sections hereof, and in any paragraph thereof, are for convenience in reference to this Agreement. Should there be any con?ict between such heading, and the Section or Paragraph thereof at the head of which it appears, the Section or Paragraph shall govern construction of this Agreement. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular and vice versa, in any place or places herein in which the context requires such substitution(s).

The waiver by City or Consultant of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained.No term, 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 to be charged with the waiver.

Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Consultant.

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. If legal action shall be necessary to enforce any term, covenant or condition contained in

Agenda Item #7.5:

290701.V3

19.8. 19.9.

19.10. 19.11.

19.12. Professional Services Agreement
(City ofSonoma/ M-Group)
this Agreement, the party prevailing in such action, whether or not reduced to judgment, shall be entitled to its reasonable court costs, including any accountants’ and attorneys’ fees expended in the action. 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.

If any term or provision of this Agreement or the applicationthereof 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 in its amendedform shall be enforceable.In such event, the remainder of this Agreement, or the applicationof such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

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

All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the provisions of this Agreement and those 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 behalf of the City and Consultant.

Nonpro?t service contractors which receive contracts from the City of $75,000 or more in a 12—monthperiod, and for-pro?t 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 applicableprovisions of the Living Wage Ordinance of the City as amended from time to time and available on the City’s website.

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 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.

Agenda Item #7.5:

Professional Services Agreement
(City ofSonoma/ M—Group)
Without limitation, “electronic signature” shall include faxed or emailed versions of an original signature, electronically scanned and transmitted versions (e.g., via pdi) of an original signature, or a digital signature.

19.13. This Agreement shall be binding on successors and assigns of the parties.

19.14. Except as expressly stated herein, there is no intended third-party bene?ciary of any right or obligation assumed by the parties.

19.15. The Recitals are incorporatedby this reference.
[Signatures on following page]

290701.v3
Agenda Item #7.5:

Professional Services Agreement
(City ofSonoma / M—Group)
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement as of the last date indicated below:
“City” “Consultant”
City of Sonoma M-Grou
‘
Sz 2 Sig ature
Printed: Véwld.M.91“.?“W Printed:_Heather Hines
Title: MWMW’W'SM. Title: Principal
Date: l0 ‘ Vl' 7/47 Date: October 4, 2023
Attest: By:

Signature
By: M ,4‘ Printed:

WW 57mg. cmWt!—. Title:

Date: ID412-?
Date:

Approved as to form:

By: 92.was ? mm,
David J. Ruderman,City Attorney
Date: l6‘ “929

290701.v3
Agenda Item #7.5:

“EXHIBIT A”

SCOPE OF WORK
A-l
29070l.v3
Agenda Item #7.5:

> new /'1(/1 ///’1’,11//1/1/1;1/111/17/;
policy planning 6 urban design ° environmental review ° historic preservation a community engagement * staffing solutions <3 R 0 I1 l}
June 8, 2023
Kristina Tierney
Associate Planner
City of Sonoma
Subject: On-Call Planning Services (Extension)
Kristina,
I am pleased to provide this letter proposal to extend M—Group’son-call planning services contract with the City of Sonoma. M-Group will continue to provide on—callprofessional planning services for projects assigned by the City with a hybrid option for in person and remove work, as agreed to by both the city and M-Group. Based on our understanding of the City's current needs, planning services to be provided by M-Group may include but are not limited to the following: . M—GroupAssociate Planner Alaina Lipp to remain available approximately 16 hours a week, with remote work option . M-Group Assistant PlannerlelaniMora to be available remotely approximately 16 hours a week . Other M-Group Planners to be available on an on—callbasis . Answer counter questions, voicemails, and respond to online inquiries . Process improvements and e-document form preparation . Prepare Staff Reports . Assist with Housing Element + General Plan Update . Assist with Management and/or preparation of Environmental Review . Manage/Assist with various Planning & Building projects 0 Attend Board, Committee, Commission, and Council Meetings remotely or in person, if necessary 0 Other planning and environmental tasks requested by the City To accommodate the range of work listed above and to ensure flexibility based on specific city needs, on-call services will be billed on an hourly basis consistent with M-Group’s 2023/2024 billing rates (attached) with a not to exceed budget of $50,000. This is in addition to M—Group’sexisting contract with the not to exceed amount of $51,840. On call services, under this contract extension will extend throughlune 30, 2024.

I trust that this proposal to extend M-Group’s on-call planning contract meets the City of Sonoma's immediate needs. Please do not hesitate to contact me to discuss any revisions or refinements.

Thank you,
Olivia Ervin, Principal—ln-Charge
oervin@ m-group.us
707.540.0723 x 202
m-group.us campbell .santa rosa a hayward
Agenda Item #7.5:

M-BRUUP12023-2024 RATESHEET

M-GROUP STAFF HOURLY RATE
2023 2024
Admin Analyst
Planning Tech $90 $95
Assistant Planner
Assistant Urban Designer $110 $115
Social Media Coordinator
Associate Planner
Associate Urban Designer
GlS Services
$140 $145
Environmental Planner
Historic Preservation Specialist $155 $160
Public Art Specialist
Senior Planner
Senior Urban Designer
Senior Environmental Planner
Project Manager $165 $175
Principal Planner
Principal Environmental Planner
Principal Policy Planner $185 $195
Director of Urban Design
Principal $265-$285 $280—$300
"" Hourly rates are subject to annual adjustment 7“ lVl—Groupadds a 10% administration fee to Sub-consultant rates 633%}?
Agenda Item #7.5:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 19 Jun 2024
Department
Planning and Community Services
Staff Contact
Jennifer Gates, AICP, Community Development
Director
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute the Second Amendment to the Professional Services Agreement with 4LEAF, Inc. in an Amount not to Exceed $275,000 for Continued Services for Building Official, Building Plan Check and Inspection Services Summary
On December 20, 2023, the City Council approved a Resolution authorizing the City Manager to execute a Professional Services Agreement with 4LEAF, Inc. to provide building official, building permit plan check and inspection services in the amount not to exceed $100,000 through June 30, 2024. On March 20, 2024, the City Council authorized an amendment to increase the contract amount to $175,000 to provide plan check inspector services full time.

The department still has vacant positions for the Building Official, Plan Check Examiner and building inspector positions. Staff is recommending extending these services through June 30, 2025, with an additional budget of $100,000, for a total not to exceed budget of $275,000.

Building plan check and inspection services are primarily covered by building permit fees, any difference between City fees and consultant costs will be covered by salary savings.

Recommended Council Action
Approve City Council Resolution authorizing the City Manager, in coordination with the City Attorney, to execute an Amendment to Professional Services Agreement with 4LEAF, Inc. to provide building official, building permit plan check and inspection services in the amount not to exceed $275,000 through June 30, 2025.

Alternative Actions
Council discretion.

Financial Impact
The Agreement costs will be provided by permit fees and salary savings.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Reso - 4LEAF PSA 2nd Amendment
4LEAF PSA 2nd Amendment
PSA - Building Official
Agenda Item #7.6:

362545.1
City of Sonoma
RESOLUTION # _______ - 2024

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

CITY MANAGER TO EXECUTE A SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH 4LEAF, INC. IN AN AMOUNT NOT TO EXCEED $275,000

TO PROVIDE BUILDING OFFICIAL, BUILDING PERMIT PLANCHECK AND INSPECTION SERVICES THROUGH JUNE 30, 2025
WHEREAS, the City of Sonoma (“the City”) requires a qualified Building Official to serve as the City’s Interim Building Official while an active recruitment is occurring; and WHEREAS, the City also needs assistance with building plan check review and inspection services; and
WHEREAS, for development projects, per the City’s fee schedule, consultant costs for plan checks and inspections shall be passed through the applicant as applicable; and WHEREAS, the City circulated a Request for Proposals and Qualifications for Interim Building Official and On-call Building Division Consulting Services from September 25, 2023 to October 20, 2023 and received six responses for the Interim Building Official position; and WHEREAS, the City Council approved a Professional Services Agreement with 4LEAF on December 20, 2023 in the amount not to exceed $100,000 through June 30, 2024; and WHEREAS, the City Council approved an amendment to the Professional Services Agreement with 4LEAF on March 20, 2024 in the amount not to exceed $175,000 through June 30, 2024; and
WHEREAS, the City desires to continue the services provided by 4LEAF, therefore requiring a second amendment to the compensation for and term of the Professional Services Agreement.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the City Manager to execute a second amendment to the Professional Services Agreement with 4LEAF, Inc. to provide services in the amount not to exceed $275,000 through June 30, 2025.

RESOLVED AND ADOPTED this 19th day of June 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_________________________________
John Gurney, Mayor
ATTEST:
_________________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.6:

CITY OF SONOMA

SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
CITY OF SONOMA & 4LEAF, INC.

THIS SECOND AMENDMENT TO THE AGREEMENT is entered into as of the ____ day of _____________, 20__, by and between the CITY OF SONOMA herein called the “City,” and 4LEAF, INC, herein called the “Consultant.”
Recitals
WHEREAS, the Parties entered into an Agreement for Building Services dated January 3, 2024 for a not-to-exceed Agreement amount of $100,000 (“Agreement”); and WHEREAS, the Parties amended the Agreement on March 20, 2024 to increase the notto-exceed Agreement amount to $175,000 (“Agreement”); and WHEREAS, the Parties now desire to amend the Agreement to continue the services provided through June 30, 2025.

Agreement
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Consultant agree to amend Sections 2 and 4(A) as follows:

2. Time of Performance. The services of Consultant are to commence upon receipt of a written notice to proceed from City, but in no event prior to receiving a fully executed agreement from City and obtaining and delivering the required insurance coverage, and satisfactory evidence thereof, to City. Consultant shall begin performance of its services not later than January 9, 2023 and complete its services not later than June 30, 2025. Any changes to these dates must be approved in writing by the City Manager or his or her representatives.

4. Compensation and Method of Payment.

A. Compensation. The compensation to be paid to Consultant, including both payment for professional services and reimbursable expenses, shall be at the rate and schedules more particularly described in Exhibit A, in accordance with the terms and conditions included therein. However, in no event shall the amount City pays to consultant exceed Two Hundred Seventy-Five Thousand Dollars ($275,000). City’s obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s compliance with the terms and conditions of this Agreement and any amendments thereto. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.

Except as modified herein, all other provisions of the Agreement shall remain unchanged and in full force and effect.

Agenda Item #7.6:

IN WITNESS WHEREOF, the City and Consultant have executed this Agreement as of the date first above written.

CITY OF SONOMA
By:

David Guhin, City Manager

CONSULTANT
By:

Title
Federal Tax Identification Number or
Social Security Number
Approved as to form:

By:__________________________________
David J. Ruderman, City Attorney
Date:________________________

FOR CITY USE ONLY
Account No. 100-43040-350-50350
Project Manager Jennifer Gates
Community Development Director
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Agenda Item #7.6:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 19 Jun 2024
Department
Public Works
Staff Contact
Michael Berger, Public Works Director
Agenda Item Title
Adopt a Resolution Approving 1) An Increase in the Total Project Budget for Depot Park Museum HVAC Project No. CIP BF-8 from $217,000 to $219,525; 2) A Supplemental Appropriation of $2,525 from the Long-Term Building Maintenance Fund 610 Fund Balance to Depot Park Museum HVAC Project No. CIP BF-8 Resulting in a Construction Contract Contingency of $2,525 for Depot Park Museum HVAC Project No. CIP BF-8 Summary
On April 19, 2023, the City Council adopted Resolution No. 22-2023 to award a construction contract in the amount of $217,000 to Peterson Mechanical for repair and improvement of the Depot Park Museum Heating, Ventilation and Cooling (HVAC) system. In general, the HVAC system improvement and modernization consisted of fan coil installation, exhaust fan installation, duct routing and hanging, refrigerant pipe routing and hanging, construction of heat pump equipment housekeeping pads, and electrical connections/system integration of mechanical equipment. During the project, additional unanticipated work was needed to properly abandon and remove old existing electric wall heaters and safely disconnect and terminate related electrical circuits. This work resulted in an increased cost of $2,525, or about 1.2% of the original $217,000 contract.

The approved project did not have a construction contract contingency; therefore, approval of a project contingency and increased project budget is needed so that staff can process the final retention payment and close out the project.

Recommended Council Action
Adopt a Resolution to approve: 1) an increase in the total project budget for Depot Park Museum HVAC Project No. CIP BF-8 from $217,000 to $219,525; 2) a supplemental appropriation of $2,525 from the Long-Term Building Maintenance Fund 610 fund balance to Depot Park Museum HVAC Project No. CIP BF-8 resulting in a construction contract contingency of $2,525 for Depot Park Museum HVAC Project No. CIP BF-8.

Alternative Actions
Council discretion.

Financial Impact
Approval of the recommended project budget amendment increases the total construction contract cost from $217,000 to $219,525, an increase of $2,525 or 1.2%. The Long-Term Building Maintenance Fund 610 has available fund balance for this expense.

Environmental Review Status
Agenda Item #7.7:

Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution - Depot Park HVAC
Alignment with Council Goals:

Agenda Item #7.7:

City of Sonoma
RESOLUTION # ___- 2024
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA APPROVING 1)

AN INCREASE IN THE TOTAL PROJECT BUDGET FOR DEPOT PARK MUSEUM HVAC PROJECT # CIP BF-8 FROM $217,000 TO $219,525; 2) A SUPPLEMENTAL APPROPRIATION OF $2,525 FROM THE LONG-TERM BUILDING MAINTENANCE FUND 610 FUND BALANCE TO DEPOT PARK MUSEUM HVAC PROJECT # CIP BF-8 WHEREAS, the City Council adopted Resolution No. 22-2023 on April 19, 2023, authorizing an agreement with Peterson Mechanical in the amount of $217,000 for repair and improvements to the Depot Park Museum HVAC system, Project No. CIP BF-8; and WHEREAS, additional unanticipated work in the amount of $2,525 was required to safely abandon existing electrical wall heaters and associated electrical circuitry; and WHEREAS, the increased cost of $2,525 represents a 1.2% increase over the original construction contract amount of $217,000; and
WHEREAS, there is sufficient fund balance in the Long Term Building Maintenance Fund 610 for the construction cost increase of $2,525.

NOW, THEREFORE, BE IT RESOLVED The City Council hereby approves: 1) an increase in the total project budget for Depot Park Museum HVAC Project No. CIP BF-8 from $217,000 to $219,525; 2) a supplemental appropriation of $2,525 from the Long-Term Building Maintenance Fund 610 fund balance to Depot Park Museum HVAC Project No.

CIP BF-8 resulting in a construction contract contingency of $2,525 for Depot Park Museum HVAC Project No. CIP BF-8.

PASSED AND ADOPTED this 19th day of June 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
John Gurney, Mayor
ATTEST:
________________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.7:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 19 Jun 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 EDesignC in an Amount Not to Exceed $150,000 Annually to Provide AsNeeded Electrical Engineering Services Summary
The Public Works Department occasionally has a need for specialized electrical engineering expertise to support implementation of maintenance, reconstruction or new construction projects. Electrical engineering services may include but are not limited to design and preparation of electrical and/or photometric plans, specifications, estimates, schedules, electrical calculations, studies and reports for a variety of federally funded and/or locally funded projects such as installation/repair of street or site lighting, road beacons, building electrical facilities, solar photovoltaic systems, electric vehicle charging stations, and others. Instead of soliciting electrical engineering support each time such services are required, the Public Works Department recommends entering into a master “on-call” agreement so that a qualified firm will already be under contract and ready to quickly assist the City when the need for electrical engineering services arises.

A Request for Proposals (RFP) for electrical engineering services was issued by the Public Works Department on March 27, 2024. Three proposals were received and reviewed using evaluation criteria specified in the RFP. These included, but were not limited to, criteria such as: qualifications and experience of team members; experience in completing projects similar in size, scope and purpose; consultant availability to provide the requested services; and approach to delivering the requested services. Based on a comprehensive review of proposals received, staff recommends EDesignC as the most qualified to provide as-needed electrical engineering services to the City of Sonoma. Consistent with State law for selection of architect/engineer services, the review of proposals and selection of the recommended consultant were based on qualifications, not cost.

The proposed On-Call Master Agreement with EDesignC (attached) would be for a three-year term. During this time, electrical engineering services will be provided on an as-needed basis pursuant to a task order approach under which EDesignC will prepare a detailed scope of work (including schedule and deliverables) based on the City’s requested need along with a proposed cost based on EDesignC’s hourly rate schedule. The Public Works Director will review and approve the task order and designate the appropriate funding source(s). The total amount for all task orders shall not exceed $150,000 annually, and any task orders issued will only be to support work on projects/activities that have been approved in the adopted budget. Execution of the proposed On-Call Master Agreement does not guarantee that any task orders will be initiated during the life of the agreement. Approval of the proposed agreement with EDesignC does not preclude the City from entering into additional agreements with other electrical engineering firms should the need arise.

Recommended Council Action
Agenda Item #7.8:

Adopt a Resolution authorizing the City Manager to execute a Professional Services Agreement with EDesignC an amount not to exceed $150,000 annually to provide as-needed electrical engineering services.

Alternative Actions
Council discretion.

Financial Impact
Task orders issued under this agreement will be funded from projects and activities that have been approved in the adopted annual budget.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Agreement and Proposal - EDesignC
Resolution - EDesignC
Agenda Item #7.8:

Professional Services Agreement — Design Professionals
(City of Sonoma / EDesignC)
336577.2 Page 1 of 25
Approved for use 12/28/2023

PROFESSIONAL SERVICES AGREEMENT

FOR DESIGN PROFESSIONALS
(City of Sonoma / EDesignC)

1. IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the City of Sonoma, a California municipal corporation (“City”), and EDesignC, a California corporation (“Consultant”) (collectively, “parties”).

2. RECITALS

2.1 City has determined that it requires the following professional services from a consultant: electrical engineering 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 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:

Agenda Item #7.8:

Professional Services Agreement — Design Professionals
(City of Sonoma / EDesignC)
336577.2 Page 2 of 25
Approved for use 12/28/2023

3. DEFINITIONS

3.1 “Agreement Administrator”: The Agreement Administrator for this project is Mike Berger, Public Works Director. 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 April 24, 2024 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 June 25, 2024.

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 Rosanna Lerma, 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 Amount under this Agreement is Four Hundred Fifty Thousand Dollars ($450,000) for the entire three-year term of this agreement, and One Hundred Fifty Thousand Dollars ($150,000) for each year of the agreement term.

3.7 “Scope of Services” means such professional services as are set forth in Consultant’s April 24, 2024 proposal to City attached hereto as Exhibit A and incorporated herein by this reference.

Agenda Item #7.8:

Professional Services Agreement — Design Professionals
(City of Sonoma / EDesignC)
336577.2 Page 3 of 25
Approved for use 12/28/2023

3.8 “Termination Date” means June 25, 2027.

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 Public Works Director 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 Public Works Director’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.

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 Agenda Item #7.8:

Professional Services Agreement — Design Professionals
(City of Sonoma / EDesignC)
336577.2 Page 4 of 25
Approved for use 12/28/2023
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.

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.

Agenda Item #7.8:

Professional Services Agreement — Design Professionals
(City of Sonoma / EDesignC)
336577.2 Page 5 of 25
Approved for use 12/28/2023

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 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, Agenda Item #7.8:

Professional Services Agreement — Design Professionals
(City of Sonoma / EDesignC)
336577.2 Page 6 of 25
Approved for use 12/28/2023
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 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 Agenda Item #7.8:

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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.

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.

Agenda Item #7.8:

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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 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 Agenda Item #7.8:

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“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 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 Agenda Item #7.8:

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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 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.

Agenda Item #7.8:

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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 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.

Agenda Item #7.8:

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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.

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 Agenda Item #7.8:

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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 of Insurance must include the following reference: on-call electrical engineering support services.
• 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:

Agenda Item #7.8:

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• 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 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.

Agenda Item #7.8:

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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 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 Agenda Item #7.8:

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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 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 Agenda Item #7.8:

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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: Mike Berger, Public Works Director, 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.

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.

Agenda Item #7.8:

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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).

If to City:

Mike Berger
City of Sonoma
Public Works Department
No. 1 The Plaza
Sonoma, CA 95476
Telephone: (707) 938-3681
Email: [email protected]
If to Consultant:

Rosanna Lerma
EDesignC
582 Market Street, Suite 400
San Francisco, CA 94104
Telephone: (415) 963-4303
Email: [email protected]
Agenda Item #7.8:

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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 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 Public Works Director in accordance with the percentage of project completed. In Agenda Item #7.8:

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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 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 Agenda Item #7.8:

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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.

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 Agenda Item #7.8:

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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.

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 Agenda Item #7.8:

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(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 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.

Agenda Item #7.8:

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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 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 #7.8:

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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: David Guhin
Title: City Manager
Date:______________________
“Consultant”
EDesignC
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 #7.8:

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(City of Sonoma / EDesignC)
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Approved for use 12/28/2023
“EXHIBIT A”
Scope of Work
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“EXHIBIT B”
Approved Fee Schedule
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“EXHIBIT C”
Campaign Contribution Disclosure Form
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336577.2

CAMPAIGNCONTRIBUTIONDISCLOSUREPROVISIONS
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
returnedtothe Citywithyourapplication.

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.

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.

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

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
Date Phone
Agenda Item #7.8:

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 EDESIGNC IN AN AMOUNT NOT TO EXCEED $150,000 ANNUALLY TO

PROVIDE AS-NEEDED ELECTRICAL ENGINEERING SERVICES
WHEREAS, the Public Works Department occasionally has a need for specialized electrical engineering expertise to support implementation of maintenance, reconstruction or new construction projects; and
WHEREAS, it is preferable to enter into a master “on-call” agreement so that a qualified firm will already be under contract and ready to quickly assist the City when the need for electrical engineering services arises; and
WHEREAS, a Request for Proposals (RFP) for electrical engineering services was issued by the Public Works Department on March 27, 2024 and three proposals were received and reviewed using evaluation criteria specified in the RFP; and WHEREAS, based on a comprehensive review of proposals received, EDesignC was deemed the most qualified to provide as-needed electrical engineering services to the City of Sonoma; and
WHEREAS, consistent with State law for selection of architect/engineer services, the review of proposals and selection of the recommended consultant were based on qualifications, not cost; and
WHEREAS, the proposed on-call master agreement will be for a term of three years, and execution of the agreement does not guarantee that any task orders will be issued.

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 EDesignC in an amount not to exceed $150,000 annually to provide as-needed electrical engineering services.

RESOLVED, PASSED, AND ADOPTED this 19th day of June 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
John Gurney, Mayor
ATTEST:
________________________________
Rebekah Barr, City Clerk
Agenda Item #7.8:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 19 Jun 2024
Department
Public Works
Staff Contact
Michael Berger, Public Works Director
Agenda Item Title
Adopt a Resolution Approving the Fiscal Year 2024-25 Road Pavement Preservation and Rehabilitation Projects as the Projects for Fiscal Year 2024-25 Funded by Senate Bill 1: The Road Repair and Accountability Act of 2017 and Authorize the Public Works Department to Submit these Projects to the California Transportation Commission Summary
Background
Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017, was passed by the Legislature and signed into law by the Governor in April 2017 to address the significant multimodal transportation funding shortfalls statewide. SB 1 increased gasoline/diesel taxes and vehicle registration fees to address basic road maintenance and rehabilitation needs on both state highways and local roads. SB 1 includes accountability and transparency provisions that will ensure the residents of the City of Sonoma are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year.

In March 2021 the California Transportation Commission (CTC) adopted the 2021 Local Streets and Roads Funding Program Reporting Guidelines. The Reporting Guidelines require that pursuant to Streets and Highway Code (SHC) Section 2034 (a)(1), prior to receiving an apportionment of Road Maintenance and Rehabilitation Account (RMRA) funds from the State Controller each fiscal year, local agencies must provide the CTC a list of projects proposed to be funded using RMRA funds pursuant to an adopted resolution of the local agency governing body by July 1st of each year. The resolution must include a description (including locations) of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvements.

In addition, pursuant to SHC Section 2034(b), the City must submit documentation to the CTC detailing the expenditure of those funds for each fiscal year in which an apportionment of RMRA funds is received and upon expenditure of funds. The documentation must include a description and location of each completed project, the amount of RMRA funds expended on the project, the project completion date, and provide an opportunity for the City to report on the progress and expenditures associated with multi-year projects that are not yet complete. The expenditure report submittal is due by October 1st each year. The expenditure report can differ from the project list submittal mentioned above.

Proposed Fiscal Year (FY) 2024-25 Projects
It is estimated that the City will receive $278,886 in RMRA funding in FY 2024-25, which will enable the City to continue essential road maintenance projects that would not have otherwise been possible without SB 1. The FY 2024-25 RMRA contribution is proposed to be combined with existing RMRA and Gas Tax funds to implement the two projects list below in FY 2024-25.

These projects and estimated cost and funding source details will be included in the proposed FY 2024-25 Capital Improvement Program. Current projects have been presented to the City council during the budget study session on May 30, 2024.

Agenda Item #7.9:

FY2024-25 Street Pavement Preservation Project
This project will help preserve and maintain the pavement surface condition by sealing cracks and applying a slurry seal. The project is estimated to start in August 2024 and be completed by the end of September 2024 and will include the following street segments:

FY2024-25 Street Pavement Rehabilitation Project
This project will rehabilitate and/or reconstruct streets where the pavement section has reached a very poor or failed condition. The repair method could include asphalt removal and replacement, full depth reclamation and/or other rehabilitation/reconstruction methods. The project is estimated to start in April 2025 and be completed by the end of June 2025 and will include the following street segments:

California Environmental Quality Act (CEQA) Compliance
The proposed projects are categorically exempt from CEQA pursuant to State CEQA Guidelines Section 15302 (Class 2: Replacement or Reconstruction) because the projects consist of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced and there is no possibility that the project will have a direct or reasonably foreseeable indirect effect on the environment.

Agenda Item #7.9:

Recommended Council Action
Adopt a Resolution Approving the Fiscal Year 2024-25 Road Pavement Preservation and Rehabilitation Projects as the Projects for Fiscal Year 2024-25 Funded by Senate Bill 1: The Road Repair and Accountability Act of 2017 and Authorize the Public Works Department to Submit these Projects to the California Transportation Commission.

Alternative Actions
Council discretion. Please note that adopting a resolution as recommended by City staff is required to receive RMRA funding from SB1. The City must submit an approved project list to the CTC by July 1, 2024.

Financial Impact
In Fiscal Year 2024-25, the City is anticipated to receive $278,886 in RMRA funding. The funds received are proposed to be used for the FY 2024-25 Road Pavement Preservation and Rehabilitation projects. These projects will be included in the Fiscal Year 2024-25 budget request to the City Council.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
RMRA Reso
Agenda Item #7.9:

City of Sonoma
RESOLUTION # ___- 2024

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA, CALIFORNIA, ADOPTING A LIST OF PROJECTS FOR FISCAL YEAR 2024-25 FUNDED BY SENATE BILL 1: THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017 AND AUTHORIZING THE

PUBLIC WORKS DEPARTMENT TO SUBMIT THESE PROJECTS TO THE CALIFORNIA

TRANSPORTATION COMMISSION
WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and signed into law by the Governor in April 2017 to address the significant multi-modal transportation funding shortfalls statewide; and WHEREAS, SB 1 includes accountability and transparency provisions that will ensure the residents of the City of Sonoma are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and WHEREAS, the City of Sonoma must adopt by resolution a list of projects proposed to receive fiscal year funding from the Road Maintenance and Rehabilitation Account (RMRA), created by SB 1, which must include a description and the location of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement; and WHEREAS, the City of Sonoma, will receive an estimated $278,886 in RMRA funding in Fiscal Year 2024-25 from SB 1; and
WHEREAS, this is the eighth year in which the City of Sonoma is receiving SB 1 funding and will enable the City of Sonoma to continue essential road maintenance and rehabilitation projects, safety improvements, repairing and replacing aging bridges, and increasing access and mobility options for the traveling public that would not have otherwise been possible without SB 1; and
WHEREAS, the City of Sonoma conducts a public process each year as part of the annual budget adoption to ensure public input into our community’s transportation priorities/the project list; and
WHEREAS, the City of Sonoma used a Pavement Management System (PMS), consisting of approximately 33.79 centerline miles of paved roadways, to develop the SB 1 project list to ensure revenues are being used on the most high-priority and cost-effective projects that also meet the community’s priorities for transportation investment; and WHEREAS, the funding from SB 1 will help the City of Sonoma maintain and rehabilitate many streets throughout the City of Sonoma this year and numerous similar projects into the future; and
WHEREAS, the 2023 California Statewide Local Streets and Roads Needs Assessment found that the City of Sonoma’s streets and roads are in “good” condition and this revenue will help us maintain our current condition, and potentially increase the overall quality of our road system over the next decade; and
WHEREAS, the SB 1 project list and overall investment in our local streets and roads infrastructure with a focus on basic maintenance and safety, investing in complete streets infrastructure, and using cutting-edge technology, materials and practices where possible, will have significant positive co-benefits statewide.

Agenda Item #7.9:

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Sonoma hereby finds the foregoing recitals are true and correct.

BE IT FURTHER RESOLVED that the City Council of the City of Sonoma hereby designates and approves the following projects to be funded in whole or part with Fiscal Year 2024-25 SB1 Road Maintenance and Rehabilitation Account revenues:

Project Title: FY2024-25 Street Pavement Preservation Project Project Description: Pavement surface maintenance preservation via crack seal and slurry seal.

Project Location: To include the following street segments:

Street Name From To
Davila Court Eastin Drive Cul de Sac
Eda Court Joaquin Drive Cul de Sac
Fifth St. East Denmark Street Este Madera Lane
Fifth St. East Este Madera Lane E. MacArthur Street
Fifth Street West W. MacArthur Street 175’ S/O W. MacArthur St Fifth Street West 175’ S/O W. MacArthur St. Harrington Drive Fourth St. East Patten Street E. Napa Street
Heather Lane Dead End Andrieux Street
Hudson Court France Street Cul de Sac
Jones Street Temp D/E South Engler Street
Jones Street Napa Road 100’ S/O Brockman Drive
Juniper Court White Briar Drive Cul de Sac
Junipero Serra Drive Fano Lane Verano Avenue
Knight Street East MacArthur Street Elliot Street
Lubeck Street Fryer Creek Drive Todd Avenue
Mariano Drive Fano Lane House #705
Mitchell Way Joaquin Drive Cul de Sac E/O Linda Dr.

Osenda Court Joaquin Drive Cul de Sac
Second Street East East Spain Street House #327
Sereno Court Avenue Del Oro Cul de Sac
Todd Avenue Fryer Creek Drive Dead End East of Lubeck St.

Estimated Project Schedule: Start construction in August 2024 and finish in September 2024.

Estimated Project Useful Life: 5-7 Years.

Project Title: FY2024-25 Street Pavement Rehabilitation Project Project Description: Pavement section rehabilitation, method could include asphalt remove and replace, full depth reclamation and/or other rehabilitation/reconstruction methods.

Project Location: Fryer Creek Drive from Newcomb Street to Clay Street, Nash Street, Pickett Street, and Newcomb Street.

Estimated Project Schedule: Start construction in April 2025 and finish in June 2025.

Estimated Project Useful Life: 25-30 Years.

BE IT FURTHER RESOLVED that the City Council of the City of Sonoma hereby finds and determines that the foregoing projects are categorically exempt from the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines Section 15302 (Class 2:

Replacement or Reconstruction) because the projects consist of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the Agenda Item #7.9:

structure replaced and there is no possibility that the project will have a direct or reasonably foreseeable indirect effect on the environment.

BE IT FURTHER RESOLVED that the following previously proposed and adopted projects may also utilize Fiscal Year 2024-25 Road Maintenance and Rehabilitation Account revenues in their delivery. With the relisting of this project in the adopted fiscal year resolution, the City of Sonoma is reaffirming to the public and the State its intent to fund these projects with Road Maintenance and Rehabilitation Account revenues:

Project Title: 2024 Citywide Road Pavement Preservation Surface Treatment Project Project Description: Pavement surface treatment maintenance preservation via crack seal and slurry seal.

Project Location: To include the following street segments:

Street Name Begin End
Fryer Creek Clay Street Hiking Path
Fryer Creek Hiking Path Newcomb St
Picket St Clay St Fryer Creek Dr
Nash Street Clay St Picket St
Todd Ave Fryer Creek Dr Dead End
Lubeck St Fryer Creek Dr Todd Ave
Fifth St West W. MacArthur St 175’ S/O W MacArther
Fifth St West 175 S/O W. MacArther Harrington Dr
Mariano Dr Fano Ln House #705
Mitchell Way Joaquin Dr Cul de Sac E/O Linda Dr
Heather Ln Dead End Andrieux St
Juniper Ct White Briar Dr Cul de Sac
Estimated Project Schedule: Start construction in August 2024 and finish in September 2024.

Estimated Project Useful Life: 5-7 Years.

BE IT FURTHER RESOLVED that the City of Sonoma Public Works Department is authorized to submit the foregoing new Fiscal Year 2024-25 projects and foregoing previously approved projects to the California Transportation Commission.

PASSED AND ADOPTED this 19th day of June 2024 by the following vote:

Agenda Item #7.9:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
John Gurney, Mayor
ATTEST:
________________________________
Rebekah Barr, City Clerk
Agenda Item #7.9:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 19 Jun 2024
Department
Public Works
Staff Contact
Michael Berger, Public Works Director
Agenda Item Title
Adopt a Resolution to Approve: 1) An Increase in the Total Project Budget for Well No. 1 Vault Cover and Air Exchange System Improvement Project No. CIP W-13 from $159,292 to $184,076.94; 2) A Supplemental Appropriation of $24,784.94 from the Water Utility Fund 510 Fund Balance to Well No. 1 Vault Cover and Air Exchange System Improvement Project No.

CIP W-13; and 3) A Construction Contract Contingency of $24,784.94 for Well No. 1 Vault Cover and Air Exchange System Improvement Project No. CIP W-13 Summary
On May 3, 2023, the City Council adopted Resolution No. 28-2023 to award a construction contract in the amount of $159,292 to C.V. Larsen Co. for construction of the Well No. 1 Vault Cover and Air Exchange System Improvement Project No. CIP W-13. Well No. 1 is a critical component of the City’s water infrastructure and City staff must regularly enter the Well No. 1 vault to maintain drinking water disinfection equipment required to protect public health and safety pursuant to the California Safe Drinking Water Act and all related regulations and standards.

Access to the vault was limited to a 40-inch diameter manhole in the top of the vault with a moveable cast iron cover. The vault is a permit-entry confined space with potential atmospheric, engulfment/drowning, fall biological hazards. The cast-iron manhole cover also presented back, hand, and/or foot injury hazards for workers required to lift and move the cover prior to entering the vault. The construction project is completed and consisted of various improvements to mitigate some of the confined space entry hazards, as well as the injury hazards associated with regular vault access including: 1) a new traffic-rated double-door vault lid to provide a minimum clear opening of 5 feet square for access to the vault by maintenance staff; 2) a new permanently installed forced-air ventilation system for controlling potentially hazardous atmospheres within the vault; 3) new potable water disinfection equipment that will reduce the frequency with which maintenance staff must enter the underground vault; and 4) electrical system safety improvements.

During construction of the project, some unanticipated conditions were encountered, and further design changes were needed to construct the needed improvements. This included work to procure and install the traffic rated vault cover door, procure and install reinforcing steel and concrete pad support, reconfigure and install the sodium hypochlorite tank shelf, place grout pads to level the floor under the tanks, and work on the vault floor, lining and opening. This work resulted in an increased cost of $24,784.94, or about 15.6% of the original $159,292 contract.

The approved project did not have a construction contract contingency; therefore, approval of a project contingency and increased project budget is needed so that staff can process the final retention payment and close out the project.

Recommended Council Action
Agenda Item #7.10:

Adopt a Resolution to approve: 1) an increase in the total project budget for Well No. 1 Vault Cover and Air Exchange System Improvement Project No. CIP W-13 from $159,292 to $184,076.94; 2) a supplemental appropriation of $24,784.94 from the Water Utility Fund 510 fund balance to Well No. 1 Vault Cover and Air Exchange System Improvement Project No.

CIP W-13; and 3) a construction contract contingency of $24,784.94 for Well No. 1 Vault Cover and Air Exchange System Improvement Project No. CIP W-13.

Alternative Actions
Council discretion.

Financial Impact
Approval of the recommended project budget amendment increases the total construction contract cost from $159,292 to $184,076.94, an increase of $24,784.94 (15.6%). The Water Utility Fund 510 has available fund balance for this expense.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution - Well No. 1
Agenda Item #7.10:

City of Sonoma
RESOLUTION # ___- 2024
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA APPROVING: 1) AN INCREASE IN THE TOTAL PROJECT BUDGET FOR THE WELL NO. 1 VAULT COVER AND AIR EXCHANGE SYSTEM IMPROVEMENT PROJECT NO. CIP W-13 FROM $159,292 TO $184,076.94; 2) A SUPPLEMENTAL APPROPRIATION OF $24,784.94 FROM THE WATER UTILITY FUND 510 FUND BALANCE TO WELL NO. 1 VAULT COVER AND AIR EXCHANGE SYSTEM IMPROVEMENT PROJECT NO. CIP W-13; AND 3) A CONSTRUCTION CONTRACT CONTINGENCY OF $24,784.94 FOR THE PROJECT VAULT COVER AND AIR EXCHANGE SYSTEM IMPROVEMENT PROJECT NO. CIP W-13
WHEREAS, the City Council adopted Resolution No. 28-2023 on May 3, 2023, authorizing an agreement with C.V. Larsen Co. in the amount of $159,292 for the Well No. 1 Vault Cover and Air Exchange System Improvement Project No. CIP W-13; and WHEREAS, additional unanticipated work in the amount of $24,784.94 was required to procure and install a traffic rated vault cover door, procure and install reinforcing steel and concrete pad support, reconfigure and install the sodium hypochlorite tank shelf, place grout pads to level the floor under the tanks, and work on the vault floor, lining and opening; and WHEREAS, the increased cost of $24,784.94 represents a 15.6% increase over the original construction contract amount of $159,292; and
WHEREAS, there is sufficient fund balance in the Water Utility Fund 510 for the construction cost increase of $24,784.94.

NOW, THEREFORE, BE IT RESOLVED The City Council hereby approves: 1) an increase in the total project budget for Well No. 1 Vault Cover and Air Exchange System Improvement Project No. CIP W-13 from $159,292 to $184,076.94; 2) a supplemental appropriation of $24,784.94 from the Water Utility Fund 510 fund balance to Well No. 1 Vault Cover and Air Exchange System Improvement Project No. CIP W-13; and 3) a construction contract contingency of $24,784.94 for Well No. 1 Vault Cover and Air Exchange System Improvement Project No. CIP W-13.

PASSED AND ADOPTED this 19th day of June 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
John Gurney, Mayor
ATTEST:
________________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.10:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 19 Jun 2024
Department
Administration
Staff Contact
Michael Berger, Public Works Director
David Guhin, City Manager
Agenda Item Title
Conduct a Public Hearing and Adopt a Resolution Authorizing Adjustments to Solid Waste Utility Rates and Authorizing the City Manager to Execute an Agreement for Solid Waste Collection Services Agreement with Sonoma Garbage Collectors Summary
The City of Sonoma contracts for the provision of solid waste collection as well as recycling, composting and disposal services, which together comprise critically necessary health, safety, and environmental utility. The City has contracted with Sonoma Garbage Company (SGC) for these services since 1994 via an agreement that has been amended nine times, most recently in 2021. The agreement term is currently set to expire on May 31, 2027.

Senate Bill (SB) 1383 is State of California legislation approved in 2016 that requires a reduction in organic waste (food waste, green waste, paper products, etc.) disposed in landfills by 75%, and increase edible food recovery by 20% by 2025. Local municipalities including the City are responsible for achieving these targets by requiring mandatory recycling and organic collection, requiring color and labeling changes for carts and bins, purchase and use of compost and mulch, as well as outreach, reporting, contamination monitoring, inspections, and enforcement.

The current agreement with SGC was entered into many years before SB 1383 regulations were drafted and took effect, meaning that the current agreement does not provide all services the City needs to meet the requirements of SB 1383.

In 2023, the City and SGC entered into negotiations for a new agreement to include new programs and services to achieve compliance with the requirements of SB 1383, secure important updates to SGC’s operations, extend provision of solid waste services past May 31, 2027, and adjust SGC’s compensation paid via City-authorized solid waste utility rates to cover the new costs associated with the above. City staff, with the help of R3 Consulting Group, Inc. (R3), completed negotiations of the terms and conditions of a new Solid Waste Collection Services Agreement (Agreement) with SGC in March 2024 (Attachment 2). The City, with R3’s assistance, also negotiated adjustments to solid waste utility rates effective July 1, 2024, which are the primary subject requiring action by the City Council at this time.

On May 1, 2024, the City Council received a presentation from City staff and R3 regarding proposed adjustments to solid waste utility rates and summarizing the terms and conditions of the proposed new Agreement with SGC. The City Council unanimously passed Resolution # 29-2024 setting a public hearing regarding adjustments to rates for solid waste utility service for June 19, 2024, and directing staff to provide notice of the public hearing as required by law.

Notices (Attachment 3) were mailed to all solid waste rate payers on May 3, 2024, informing them of the proposed rate increases and date of the June 19, 2024, public hearing to authorize the rates, as required by Article XIII D § 6 of the California Constitution.

Agenda Item #8.1:

Following the close of the public hearing, staff recommends that the Council adopt the subject Resolution (Attachment 1) which establishes the maximum allowable rates for solid waste services that SGC may charge to customers effective July 1, 2024.

DISCUSSION
The new Agreement between the City and SGC will provide new and enhanced solid waste collection services and programs benefiting the Sonoma community. These are summarized below and with the complete Agreement included as Attachment 2. 10-Year Agreement Term Through June 30, 3024
The term length of the new Agreement is 10-years from July 1, 2024 (superseding the remaining term of the existing agreement) through June 30, 2034. 10-years is the standard minimum industry term length for such agreements, primarily because that is the capital investment lifetime of solid waste collection equipment.

The new Agreement secures solid waste utility services in the City for more than seven years beyond the existing termination date. Though the existing term does not end until May 31, 2027, the City’s needs for programs and services to meet the requirements of SB 1383 are immediate.

Furthermore, because transitions in solid waste service providers can take up to two years to complete, if the City were not to authorize execution of the new Agreement with SGC, it would need to immediately, in fiscal year (FY) 2024-25, being making alternative arrangements for securing future solid waste collection utility services.

New Programs and Services for SB 1383 Compliance
Via the new Agreement, SGC will provide several important services for the City to achieve compliance with SB 1383, including:

1. New Containers/Lids and Labeling
SGC will replace all trash and recycling carts with appropriate color and labeling requirements early in the agreement term. SGC will retrofit all other containers with SB 1383 compliant outreach and education labels.

2. Recycled Organic Waste Product Procurement and Delivery SGC will provide up to 100 cubic yards per year of compost available at no cost to residents via “compost giveaways” four times per year.

3. Contamination Monitoring
SGC will perform route reviews to visually assess container contamination costeffectively using technology to determine levels of contamination necessary for reporting to the City and for education, outreach, and behavior feedback and adjustments to customers.

4. Reporting and Data Tracking
SGC will provide reporting of: type of organic waste collection service(s) provided to generators; results of waste evaluations performed to minimize contamination and the number of resulting targeted route reviews; and the total number of generators that receive each type of organic waste collection service provided.

Agenda Item #8.1:

Updates to SGC Operations
The new Agreement includes important updates to SGC’s operations which were necessary for continued and sustainable provision of quality solid waste utility services in the future, including:

1. Vehicle Upgrades and Transition to Zero-Emission Vehicles SGC’s vehicles in the City are old, have high maintenance needs, and are due for replacement. SGC will also be implementing an electric support vehicle early in the new Agreement term.

2. Zero Waste Coordinator and Public Education (Starting January 1, 2025) SGC will provide a full-time Zero Waste Coordinator staffing to the City to address a variety of important recycling, composting, outreach, education, State compliance reporting, and other functions. SGC will also provide new and enhanced customer education on resource recovery and proper solid waste handling.

3. City Community Events Collection (Starting January 1, 2025) SGC will provide the City with solid waste collection services and support for up to 30 City community events working in partnership with the City to continue to improve waste recovery and diversion and lessen the environmental impacts of events in support of the City’s special events policy.

4. Enhanced Customer Service
SGC will upgrade its website and phone system also employ additional customer services and management staff. The new Agreement also includes industry standard performance expectations for a variety of new terms and conditions in the new Agreement.

5. Living Wages
Commercial drivers are in high demand and retention of drivers requires that SGC pay living wages. SGC conducted wage surveys in the region and is increasing employee wages to a level that allows employees to live in work in the Sonoma area.

6. Other New Services
In addition to the above, SGC will also be providing new battery collection service for residents, improved leak and spill responses and reporting, and technical assistance and outreach visits to all commercial waste generators annually. The City will also retain the new right conduct regular reviews of SGC’s performance and compliance with the terms and conditions of the new Agreement.

Adjustments to SGC Compensation Via Solid Waste Utility Rates The new Agreement requires adjustment to SGC’s solid waste utility rate compensation (which is the sole source of compensation to SGC for services provided per the Agreement) to cover the cost of providing new and existing solid waste services. After extensive negotiations regarding SGC’s compensation, the City and SGC agreed to a one-time increase in rates effective July 1, 2024, of 20%. This one-time increase resets SGC’s compensation to cover the provision of all programs and services required in the new Agreement.

Existing solid waste rates in the City (viewable online at www.sonomacity.org/garbagecollectors/) are, overall, the lowest such rates in Sonoma County. SGC’s current average solid waste utility rates in the City are more than 30% below the average of other Sonoma County Agenda Item #8.1:

cities and towns. After the proposed July 1, 2024, adjustment to SGC’s solid waste utility rates, rates in the City will remain among the lowest in the County. SGC’s new average solid waste utility rates in the City will be around 20% below the average of other Sonoma County cities and towns. It should be noted that these averages are not inclusive of rates in unincorporated Sonoma County, which are generally higher than city and town rates, as shown in Table 1, on the following page. Table 1 compares the City’s current (FY 2023-24) and proposed (FY 2024- 25) residential solid waste utility rates to all other residential rates in Sonoma County.

Starting July 1, 2025, SGC’s solid waste rates would continue to be subject to annual adjustment in a manner substantially similar to prior practice, which has yielded an average annual increase in rates of just over 5% in the last 10 to 15 years.

In November 1996, California voters approved Proposition 218, which amended the state Constitution and imposed new substantive and procedural requirements for imposing or increasing property-related fees and charges. Under these requirements, water, sewer, and solid waste service fees or charges may only be increased if a majority of rate payers do not protest the increase.

The City mailed a written notice of the proposed increases and hold a public hearing on the proposed increase not less than 45 days after mailing the notice. At the public hearing, all protests against the proposed fees or charges are tabulated and if the number of protests from rate payers equals or exceeds 50 percent plus one, the fees or charges cannot be imposed. If there is not a majority protest, the Council can authorize the proposed rates solid waste utility services effective July 1, 2024, as shown in Exhibit A to the Resolution (Attachment 1).

Agenda Item #8.1:

During negotiations of the new Agreement, R3 conducted a detailed analysis of SGC’s financial information, revenue and expense projections, and the negotiated adjustments to solid waste utility rates. R3 found that negotiated adjustments to solid waste utility rates recover sufficient revenue to support this service within the parameters set by relevant law, including article XIII D, section 6 of the California Constitution (“Proposition 218”).

R3’s report (Attachment 4) concluded that the City’s current and projected Franchise Fee revenues do not exceed the City’s cost of providing solid waste-related services together with the reasonable charges that the City could impose for the use of City property for solid waste services. At current terms and conditions for franchise fees and other payments to the City, the City may anticipate increases in fee revenues on the order of $50,000 in FY 2024-25.

Recommended Council Action
Conduct a public hearing regarding proposed adjustments to rates for solid waste utility service effective July 1, 2024; and adopt a resolution (Attachment 1) authorizing the proposed adjustments to rates for solid waste utility service and authorizing the City Manager to execute the proposed Agreement for Solid Waste Collection Services with Sonoma Garbage Collectors.

Alternative Actions
Council discretion.

Financial Impact
The new Agreement continues prior practice with respect to a Franchise Fee (6% of gross revenues) which recovers the City’s costs of providing solid waste-related services, including the management and administration of the solid waste collection utility, as well as charges for the reasonable value of the use of City property for the provision of solid waste services and to recover the costs of addressing the specific impacts of refuse vehicles on City streets and rights of-way.

R3 conducted a study of the City’s Franchise Fee due to a recent decision by the California State Supreme Court in Zolly v. City of Oakland, which ruled that franchise fees may be subject to Article XIII C of the California Constitution (“Proposition 26”). Under Proposition 26, all charges imposed by public agencies must fit within one of its enumerated exceptions, or they will be considered taxes, which require voter approval. In the context of solid waste, fees generally fit within one of Proposition 26’s exceptions if they are charges for (1) City services that do not exceed the City’s costs to provide the services; (2) the use of public property; or (3) a special benefit or privilege granted directly to the payor.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Agenda Item #8.1:

Resolution
Resolution Exhibit A - Proposed FY2024-25 Solid Waste Utility Rates Final Draft Franchise Agreement
Notice of Rate Hearing Mailed to Customers
R3 Report - Sonoma Franchise Fee Study
Agenda Item #8.1:

354431.3
City of Sonoma
RESOLUTION # _______ - 2024

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA AUTHORIZING ADJUSTMENTS TO RATES FOR SOLID WASTE UTILITY SERVICE EFFECTIVE JULY 1, 2024, AND AUTHORIZING THE CITY MANAGER TO EXECUTE A NEW AGREEMENT FOR

SOLID WASTE COLLECTION SERVICES WITH SONOMA GARBAGE COLLECTORS WHEREAS, the City provides solid waste utility service through an agreement with Sonoma Garbage Collectors; and
WHEREAS, the agreement has been amended nine times and will expire May 31, 2027; and WHEREAS, the City and Sonoma Garbage Collectors entered into negotiations in early 2023 to enter into a new Agreement that adds new programs and services to comply with SB 1383, updates solid waste collection operations, extends provision of solid waste utility services through June 30, 2034, and adjusts solid waste utility rates effective July 1, 2024; and WHEREAS, the City engaged R3 Consulting Group, Inc., to review and analyze Sonoma Garbage Collectors’ financial information, revenue and expense projections, and the negotiated adjustments to solid waste utility rates; and
WHEREAS, R3 Consulting Group, Inc. found that negotiated adjustments to solid waste utility rates recover sufficient revenue to support this service within the parameters set by relevant law, including article XIII D, section 6 of the California Constitution; and WHEREAS, on May 1, 2024, the City Council passed Resolution #29-2024 setting a Public Hearing for the solid waste utility rates in accord with article XIII D, section 6(a) of the California Constitution on June 19, 2024; and
WHEREAS, the City’s local procedures to conduct such a hearing are set forth in Resolution # 56-2023;
WHEREAS, on May 3, 2024, the City timely mailed notes of the public hearing to solid waste utility service rate payers that detailed proposed rate adjustments in accordance with article XIII D, section 6(a) of the California Constitution; and WHEREAS, on June 19, 2024, the City held a public hearing on the proposed adjustments to rates for solid waste utility services, and there was no majority protest; and WHEREAS, on June 19, 2024, the City Council authorized the City Manager to execute the new Agreement with Sonoma Garbage Collectors.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Sonoma as follows:

1. The above recitals are true and correct and are incorporated by this reference.

2. In accordance with Article XIIID § 6 of the California Constitution and as set forth in the accompanying staff report, incorporated herein by reference:

Agenda Item #8.1:

354431.3
A. The revenues derived from solid waste utility rates do not exceed the funds required to provide solid waste utility services.

B. The revenues derived from solid waste utility rates will not be used for any purpose other than solid waste programs.

C. The solid waste utility rates charged to each class of ratepayers will not exceed the proportionate cost of solid waste programs provided to those ratepayers.

D. The solid waste utility rates are not charged for general governmental services.

3. Notice of the proposed solid waste utility service rates effective July 1, 2024, was mailed on May 3, 2024, more than 45 days prior to the public hearing on this matter, in compliance with Proposition 218.

4. A public hearing was conducted on June 19, 2024, regarding the proposed rates to be charged and all protests and other comments were considered.

5. The number of written protests by ratepayers within the City against the proposed rates were tabulated by City staff at the hearing and did not constitute a majority protest.

6. Following the public hearing, the City Council authorized the proposed solid waste utility service rates as set forth in Exhibit A, incorporated here by reference.

7. That the adjusted monthly rates for solid waste utility service be effective July 1, 2024, and thereafter.

8. That the City Council authorizes the City Manager to execute the new Agreement with Sonoma Garbage Collectors, effective July 1, 2024.

PASSED, RESOLVED, AND ADOPTED at a regular meeting of the City Council of the City of Sonoma on this 19th day of June 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
__________________________________
John Gurney, Mayor
ATTEST:
__________________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #8.1:

354431.3
Exhibit A
Proposed Solid Waste Utility Service Rates
Effective July 1, 2024
Agenda Item #8.1:

Sonoma Garbage Collectors 2024 Rates
Proposed 2024 Rates
SGC-Residential
Gal $$
20 $17.12
32 $27.49
64 $57.92
96 $88.08
Proposed 2024 Rates
SGC-Commercial
YRD $$
96 GAL $88.08
2 $351.65
3 $519.11
4 $688.06
Proposed 2024 Rates
SGC-Commercial (Cardboard)
YRD $$
2 $251.26
4 $359.00
Proposed 2024 Rates
SGC-Debris Box
YRD $$
20- Garbage $875.15
30- Garbage $1,175.40
20- C&D $776.14
30- C&D $776.14
20- Wood $517.93
30- Wood $549.34
10- Dirt $776.14
10- Sod $776.14
10- Cement $696.70
Agenda Item #8.1:

Agenda Item #8.1:

AGREEMENT

BETWEEN

CITY OF SONOMA
AND

SONOMA GARBAGE COLLECTORS
FOR

SOLID WASTE COLLECTION SERVICES
JULY 1, 2024
Agenda Item #8.1:

i

TABLE OF CONTENTS
FRANCHISE AGREEMENT 2
RECITALS 2
CHAPTER 1: DEFINITIONS 2

1.1 DEFINITIONS 2
CHAPTER 2: REPRESENTATIONS AND WARRANTIES 2

2.1 CONTRACTOR’S CORPORATE STATUS 2

2.2 CONTRACTOR’S CORPORATE AUTHORIZATION 2

2.3 AGREEMENT WILL NOT CAUSE BREACH 3

2.4 NO LITIGATION 3

2.5 NO ADVERSE JUDICIAL DECISIONS 3

2.6 NO LEGAL PROHIBITION 3

2.7 CONTRACTOR’S ABILITY TO PERFORM 3

2.8 CONTRACTOR’S INVESTIGATION 3
CHAPTER 3: GRANT AND ACCEPTANCE OF FRANCHISE 4

3.1 GRANT AND ACCEPTANCE OF FRANCHISE 4

3.2 LIMITATIONS TO THE FRANCHISE 4

3.3 OBLIGATIONS OF PARTIES 6

3.4 REIMBURSEMENT OF DEVELOPMENT AND NEGOTIATION OF AGREEMENT 6 CHAPTER 4: TERM OF AGREEMENT 6

4.1 TERM 6
CHAPTER 5: SCOPE OF COLLECTION SERVICES 6

5.1 SUMMARY SCOPE OF SERVICES 6

5.2 USE OF APPROVED RECYCLING FACILITY AND APPROVED DISPOSAL FACILITY 8

5.3 SUBCONTRACTING 8

5.4 RESPONSIBILITY FOR MATERIALS 9

5.5 CITY-DIRECTED CHANGES IN SCOPE OF SERVICES 9

5.6 SOLID WASTE 9

5.7 RECYCLABLE MATERIALS 10

5.8 ORGANIC MATERIALS 11

5.9 CONSTRUCTION AND DEMOLITION DEBRIS 12

5.10 BULKY ITEMS AND REUSABLE MATERIALS 12

5.11 CITY SERVICES 13

5.12 EDUCATION AND OUTREACH 15

5.13 DIVERSION STANDARDS 18
CHAPTER 6: REQUIREMENTS FOR OPERATIONS, EQUIPMENT, AND PERSONNEL 20

6.1 GENERAL 20

6.2 OPERATING HOURS AND SCHEDULES 20

6.3 COLLECTION STANDARDS 20

6.4 VEHICLE REQUIREMENTS 23

6.5 CONTAINER REQUIREMENTS 25

6.6 PERSONNEL 26
Agenda Item #8.1:

ii

6.7 HAZARDOUS WASTE INSPECTION AND HANDLING 27

6.8 CITY 27
CHAPTER 7: BILLING, CUSTOMER SERVICE, RECORD KEEPING, AND REPORTING 28

7.1 BILLING SERVICES 28

7.2 CUSTOMER SERVICE 30

7.3 RECORD KEEPING AND REPORTING 31

7.4 INSPECTION BY CITY; PERFORMANCE REVIEWS 32
CHAPTER 8: FRANCHISE FEES AND OTHER FEES 34

8.1 FRANCHISE FEE 34

8.2 SOLID WASTE COMPLIANCE FEES 34

8.3 ADJUSTMENT TO FEES 35

8.4 PAYMENT SCHEDULE AND LATE FEES 35
CHAPTER 9: CONTRACTOR'S COMPENSATION AND RATE SETTING 35

9.1 GENERAL 35

9.2 RATES AND ANNUAL ADJUSTMENTS 36

9.3 EXTRAORDINARY RATE ADJUSTMENTS 37
CHAPTER 10: INDEMNIFICATION, INSURANCE AND PERFORMANCE BOND 39

10.1 INDEMNIFICATION 39

10.2 INSURANCE 42

10.3 PERFORMANCE BOND 46
CHAPTER 11: DEFAULT AND REMEDIES 46

11.1 EVENTS OF DEFAULT 46

11.2 CURE AND CORRECT PERIODS 48

11.3 CITY’S REMEDIES IN THE EVENT OF DEFAULT 49

11.4 POSSESSION OF RECORDS UPON TERMINATION 50

11.5 CITY’S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE 50

11.6 PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES 50

11.7 EXCUSE FROM PERFORMANCE 52

11.8 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 53
CHAPTER 12: OTHER AGREEMENTS OF THE PARTIES 54

12.1 RELATIONSHIP OF PARTIES 54

12.2 COMPLIANCE WITH LAW 54

12.3 GOVERNING LAW 54

12.4 JURISDICTION 54

12.5 BINDING ON SUCCESSORS 54

12.6 ASSIGNMENT 54

12.7 NO THIRD PARTY BENEFICIARIES 55

12.8 WAIVER 56

12.9 NOTICE PROCEDURES 56

12.10 REPRESENTATIVES OF CONTRACTOR 56
CHAPTER 13: MISCELLANEOUS AGREEMENTS 57

13.1 ENTIRE AGREEMENT 57

13.2 SECTION HEADINGS 57

13.3 REFERENCES TO LAWS 57

13.4 AMENDMENTS 57
Agenda Item #8.1:

iii

13.5 SEVERABILITY 57

13.6 COUNTERPARTS 57

13.7 ATTACHMENTS 57
LIST OF ATTACHMENTS 58
ATTACHMENT A: DEFINITIONS 59
ATTACHMENT B: SCOPE OF SERVICES – DETAILS 74
ATTACHMENT B1: SINGLE-FAMILY DWELLING (SFD) SERVICES 75 ATTACHMENT B2: MULTI-FAMILY DWELLING (MFD) SERVICES 79
ATTACHMENT B3: COMMERCIAL SERVICES; C&D SERVICES 84
ATTACHMENT B4: CITY SERVICE LEVELS AND FACILITY LOCATIONS 91 ATTACHMENT C: REPORTING REQUIREMENTS 95
ATTACHMENT D: CONTRACTORS COMPENSATION AND RATE SETTING 100 ATTACHMENT E: PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES 105 ATTACHMENT F: CORPORATE SECRETARY'S CERTIFICATE 115
Agenda Item #8.1:

1 FRANCHISE AGREEMENT
This FRANCHISE AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2024, by and between the City of Sonoma City (the “City”) and Sonoma Garbage Collectors, a California corporation (“SGC” or “Contractor”) -- (the City and Contractor are collectively referred to herein as the “Parties” and individually as “Party”).

RECITALS
This Agreement is entered into with reference to the following facts and circumstances (Unless otherwise defined, capitalized terms shall have the meanings set forth in Attachment A):

WHEREAS, SGC is a corporation duly organized, validly existing, and in good standing under the laws of the State of California and in the business of Collection and Transportation of Solid Waste, Recyclable Materials, Construction and Demolition Debris, and Organic Materials; WHEREAS, the Parties intend this Agreement to amend and restate the existing Franchise Agreement, initiated on October 19, 1994, that is set to expire on May 31, 2027, between the City of Sonoma and the Sonoma Garbage Collectors and thereby supersede that agreement; WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 (the “Act”) (California Public Resources Code section 40000 et seq.), has declared that it is in the public interest to authorize and require local agencies to make adequate provisions for Solid Waste Collection within their jurisdiction; WHEREAS, the State of California has found and declared that the amount of refuse generated in California, coupled with diminishing Disposal capacity and potential adverse environmental impacts from landfilling and the need to conserve natural resources, have created an urgent need for State and local agencies to enact and implement an aggressive integrated waste management program. The State has, through enactment of the Act and subsequent related legislation, including, but not limited to, AB 341, AB 1826, AB 2176, SB 1016, and SB 1383, directed the responsible State agency, and all local agencies, to promote Diversion and to maximize the use of feasible waste reduction, reuse, Recycling, and Composting options in order to reduce the amount of refuse that must be Disposed; WHEREAS, pursuant to California Public Resources Code Section 40059(a)(2), the City of Sonoma has determined that the public health, safety, and well-being require that an exclusive right be awarded to Contractor to provide for the Collection, Processing, and Transportation of Solid Waste, Recyclable Materials, Construction and Demolition Debris, and Organic Materials, and other services related to meeting the City’s integrated and zero waste management goals; WHEREAS, the City further declares its intent to approve and maintain reasonable rates for the Collection, Recycling, Processing, Composting, and/or Disposal of Solid Waste, Recyclable Materials, Construction and Demolition Debris, and Organic Materials; WHEREAS, the City desires, having determined that Contractor, by demonstrated experience, reputation and capacity is qualified to provide for the Collection of Solid Waste, Recyclable Agenda Item #8.1:

2 Materials, Construction and Demolition Debris, and Organic Materials within the Service Area of the City, the Transportation of such material to appropriate places of Processing, Recycling, Composting, and/or Disposal, that Contractor be engaged to perform such services on the basis set forth in this Agreement; and
WHEREAS, the City and Contractor have attempted to address conditions affecting their performance of services under this Agreement but recognize that reasonably unanticipated conditions may occur during the term of this Agreement that will require the Parties to meet and confer to reasonably respond to such changed conditions.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this Agreement and for other good and valuable consideration, the Parties agree as follows:

CHAPTER 1: DEFINITIONS

1.1 DEFINITIONS
Unless defined elsewhere in this Agreement, capitalized terms used in this Agreement shall have the meanings set forth in the definitions contained in Attachment A. The definitions set forth in Attachment A shall govern the interpretation of this Agreement.

CHAPTER 2: REPRESENTATIONS AND WARRANTIES
The Parties, by acceptance of this Agreement, represent and warrant the conditions presented in this Chapter.

2.1 CONTRACTOR’S CORPORATE STATUS
Contractor is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. Contractor is qualified to transact business in the State of California and has the power to own its properties and to carry on its business as now owned and operated and as required by this Agreement and Applicable Law.

2.2 CONTRACTOR’S CORPORATE AUTHORIZATION
Contractor has the authority to enter this Agreement and perform its obligations under this Agreement. The Officers of Contractor have taken all actions required by law, its Chapters of incorporation, its bylaws, or otherwise, to authorize the execution of this Agreement. The Person(s) signing this Agreement on behalf of Contractor represent and warrant that they have authority to do so, as confirmed by the Corporate Secretary’s Certificate in Attachment F. This Agreement constitutes the legal, valid, and binding obligation of Contractor.

Agenda Item #8.1:

3 2.3 AGREEMENT WILL NOT CAUSE BREACH
To the best of each Party’s knowledge after reasonable investigation, the execution or delivery of this Agreement or the performance by such Party of its obligations hereunder does not conflict with, violate, or result in a breach of: (i) any Applicable Law, or (ii) any term or condition of any judgment, order, or decree of any court, administrative agency or other governmental authority, or any agreement or instrument to which such Party is a party or by which such Party or any of its properties or assets are bound, or constitutes a default hereunder.

2.4 NO LITIGATION
To the best of each Party’s knowledge after reasonable investigation, there is no action, suit, proceeding, or investigation, at law or in equity, before or by any court or governmental authority, commission, board, agency, or instrumentality decided, pending, or threatened against such Party wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would:
• Materially adversely affect the performance by such Party of its obligations hereunder; • Adversely affect the validity or enforceability of this Agreement; or • Have a material adverse effect on the financial condition of such Party, or any surety or entity guaranteeing such Party’s performance under this Agreement.

2.5 NO ADVERSE JUDICIAL DECISIONS
To the best of each Party’s knowledge after reasonable investigation, there is no judicial decision that would prohibit this Agreement or subject this Agreement to legal challenge.

2.6 NO LEGAL PROHIBITION
To the best of each Party’s knowledge after reasonable investigation, there is no Applicable Law in effect on the date that such Party signed this Agreement that would prohibit the performance of either its obligations under this Agreement or the transactions contemplated hereby.

2.7 CONTRACTOR’S ABILITY TO PERFORM
Contractor possesses the business, professional, and technical expertise, including, but not limited to, the management expertise, industry knowledge, and California-specific industry knowledge, to perform all services, obligations, and duties as described in and as required by this Agreement including all attachments hereto. Contractor possesses the ability to secure equipment, facility, and employee resources required to perform its obligations under this Agreement.

2.8 CONTRACTOR’S INVESTIGATION
Contractor has made an independent investigation and analysis, the results of which are satisfactory to Contractor, of the conditions and circumstances surrounding this Agreement, its content and preparation, and the work to be performed by Contractor under the Agreement.

Agenda Item #8.1:

4 This Agreement accurately and fairly represents the intentions of Contractor, and Contractor enters into this Agreement on the basis of that independent investigation and analysis.

CHAPTER 3: GRANT AND ACCEPTANCE OF FRANCHISE

3.1 GRANT AND ACCEPTANCE OF FRANCHISE
By signing this Agreement, the City grants to Contractor and Contractor accepts an exclusive franchise within the Service Area. The franchise granted to Contractor shall be for the scope of services described in Chapter 5 and Attachment B of this Agreement, subject to the limitations described in Chapter 3.2 and except where otherwise precluded by Federal, State, and/or local laws and regulations.

3.2 LIMITATIONS TO THE FRANCHISE
This franchise for the Collection, Processing, and Transportation of Solid Waste, Recyclable Materials, Construction and Demolition Debris, and Organic Materials shall be exclusive to Contractor, except for the following:

A. Recyclable and Organic Materials. Persons shall maintain the right to accept Source Separated Recyclable Materials and Source Separated Organic Materials provided that such Person pays the service recipient for the materials, and so long as there is no net payment of any type made by the service recipient to such other Person including, without limitation, for rental of collection or storage containers, loading or transporting of materials, and/or Disposal;
B. Self-Hauled Materials. Persons may Dispose of Solid Waste, Recyclable Materials, Construction and Demolition Debris, and Organic Materials generated in or on their own Premise by transporting such Materials to a licensed Processing or Disposal facility with their own personal vehicle or employee(s); C. Donated Materials. Any items which are Source Separated at any Premises by the Generator and donated to youth, civic, or charitable organizations including holiday trees for collection by local non-profit groups for donations; D. Beverage Containers. Containers delivered for Recycling under the California Beverage Container Recycling and Litter Reduction Act, Section 14500, et seq.

California Public Resources Code;
E. Materials Removed by Contractor as Incidental Part of Services. Solid Waste, Recyclable Materials, Organic Materials, and/or C&D removed from a Premise by a contractor (e.g., gardener, landscaper, tree-trimming service, construction contractor, Residential clean-out service) using such contractor’s own vehicle, equipment, and employee(s) as an incidental part of the total service offered by that contractor, rather than as a hauling service;
Agenda Item #8.1:

5 F. Source Separated E-Waste and Source Separated Universal Waste. Discarded electronic equipment and Universal Waste including, but not limited to, televisions, computer monitors, central processing units (CPUs), laptop computers, computer peripherals (including external hard drives, keyboards, scanners, and mice), printers, copiers, facsimile machines, radios, stereos, stereo speakers, VCRs, DVDs, camcorders, microwaves, telephones, cellular telephones, and other electronic devices.

G. Animal, Grease Waste, and Used Cooking Oil. Animal waste and remains from slaughterhouse or butcher shops, grease, or used cooking oil; H. Sewage Treatment By-Product. By-products of sewage treatment including sludge, sludge ash, grit, and screenings;
I. Excluded Waste. Excluded Waste regardless of its source; J. Materials Generated by State and Federal Facilities. Materials generated by State and Federal facilities located in the Service Area provided that the Generator has arranged services with other Persons or has arranged services with Contractor through a separate agreement; and
Contractor acknowledges and agrees that City may permit other Persons besides Contractor to Collect any and all types of materials excluded from the scope of this Agreement, as set forth above, without seeking or obtaining approval of Contractor. If Contractor can produce evidence that other Persons are servicing Containers or are Collecting, Transporting and/or Disposing Solid Waste, Recyclable Materials, Construction and Demolition Debris, and Organic Materials in a manner that is not consistent with this Agreement or the City’s municipal code, it shall report the location, the name and phone number of the Person or company to the City along with all evidence thereof. In such case, the City will notify the Generator and Person providing service of Contractor’s rights under this Agreement. Nothing in this Agreement is intended to or shall be construed to excuse any Person from obtaining any authorization from the City which is otherwise required by law for Collecting, Transporting and/or Disposing Solid Waste, Recyclable Materials, Construction and Demolition Debris, and Organic Materials.

This Agreement and scope of this franchise shall be interpreted to be consistent with Applicable Law, now and during the Term of the Agreement. If future judicial interpretations of current law or new laws, regulations, or judicial interpretations limit the ability of the City to lawfully contract for the scope of services in the manner and consistently with all provisions as specifically set forth herein, Contractor agrees that this Agreement will be limited to those services and materials which may be lawfully included herein and that the City shall not be responsible for any lost profits or losses claimed by Contractor that may arise out of limitations to the scope or provisions of the Agreement set forth herein. In such event, it shall be the responsibility of Contractor to minimize the financial impact of such future judicial interpretations or new laws; provided, however, that Contractor may meet and confer with the City and may petition for a Rate adjustment pursuant to Chapter 9.3.

Agenda Item #8.1:

6 3.3 OBLIGATIONS OF PARTIES
In addition to the specific performance required under this Agreement, the City and Contractor shall:

A. Use their reasonable commercial efforts to enforce the exclusiveness of the franchise by Contractor’s identification and documentation of violations of this Agreement and the City’s notification of Generators, collection companies, and Disposal companies reasonably believed to be collecting or Disposing, or allowing others to collect or Dispose, Franchised Materials in a manner that is inconsistent with the terms of this Agreement;
B. Provide timely notice to the other Party of a perceived failure to perform any obligations under this Agreement and timely access to the other Party to information demonstrating the Party’s failure to perform;
C. Provide timely access to the City’s and Contractor’s information and facilities contemplated by this Agreement including, but not limited to, complete and timely responses to requests of and access by the Parties;
D. Provide timely notice of matters which may affect the Parties’ ability to perform under this Agreement.

3.4 REIMBURSEMENT OF DEVELOPMENT AND NEGOTIATION OF AGREEMENT No later than thirty (30) days after the Effective Date, Contractor shall pay to the City forty thousand dollars ($40,000) to offset the City’s costs to develop and negotiate this Agreement.

The Parties acknowledge and agree that this sum is a reasonable cost incurred by the City to develop and negotiate this Agreement.

CHAPTER 4: TERM OF AGREEMENT

4.1 TERM
The term of this Agreement shall be from July 1, 2024, to June 30, 2034.

CHAPTER 5: SCOPE OF COLLECTION SERVICES

5.1 SUMMARY SCOPE OF SERVICES
Contractor shall be responsible for the following:

A. Collection, Processing, and Transportation of Solid Waste, Recyclable Materials, Construction and Demolition Debris, and Organic Materials generated by and placed for Collection by Customers of Contractor’s services pursuant to the requirements of this Chapter 5 and Attachment B and in the collection areas defined below.

Agenda Item #8.1:

7 1. Mandatory Collection.
i. Mandatory Service notice. Within 7 days after receiving notice (based on Contractor's drivers' observations, information, and belief or otherwise) that a formerly unoccupied Premise subject to Mandatory Collection becomes occupied or Customers residing there have changed, Contractor will give written notice to the owner or occupant of that Premise that Collection is required unless Contractor has already received a request for Collection Services at that Premise.
ii. Mandatory Collection and exemptions. Contractor shall provide Collection at each Premise subject to Mandatory Collection unless that Premise is exempted from Collection in accordance with the City's municipal code, rule(s), resolution(s), and/or regulation(s).

2. Voluntary Collection. Contractor will provide Collection service to every Person that subscribes to Voluntary Collection service. i. Collection Commencement. Contractor will commence Collecting all Solid Waste placed at the set-out site of a Premise subject to Voluntary Collection within one week of the request of the Customer subscribing to Collection at the Premise.
ii. Collection Termination. Upon written direction of a Customer, Contractor will cease providing Collection immediately or at any other time specified by that Customer, without penalty, and refund any pre-paid Rates. A Customer may terminate without cause.

B. Transporting Collected materials to the Approved Disposal Facility and the Approved Recycling Facility pursuant to the requirements of this Chapter 5 and Attachment B;
C. Performing all other services required by this Agreement including, but not limited to, Customer billing, public education, Customer service, record keeping, and reporting pursuant to this Chapter 5, Chapter 7, and Attachment C; D. Furnishing all labor, supervision, vehicles, Containers, other equipment, materials, supplies, and all other items and services necessary to perform its obligations under this Agreement;
E. Paying all expenses related to provision of services required by this Agreement including, but not limited to, taxes, regulatory fees (including the City’s franchise fees, as applicable), and utilities;
Agenda Item #8.1:

8 F. Performing or providing all services necessary to fulfill its obligations in full in accordance with this Agreement and always using best industry practice for comparable operations;
G. Complying with all Applicable Laws; and
H. Performing the work and providing the services pursuant to this Agreement in a thorough and professional manner so that the residents and businesses within the Service Area are provided reliable, courteous, and high-quality service at all times.

The enumeration and specification of aspects of service, labor, or equipment requirements in this Agreement shall not relieve Contractor of the duty to perform all other tasks and activities necessary to fulfill its obligations under this Agreement, regardless of whether such requirements are enumerated elsewhere in this Agreement, unless excused in accordance with Chapter 11.7.

I. Not knowingly delivering materials collected under this Agreement to facilities that do not comply in all material aspects with Applicable Law, including, but not limited to, CalRecycle regulations under California Code of Regulations, Title 14, Division 7, Chapter 3 (“Minimum Standards for Solid Waste Handling and Disposal”; Sections 17200 et seq.) Contractor, and not the City, must use reasonable efforts to ensure that all Disposal, transfer, and Processing facilities to which contractor delivers material under this Agreement are properly permitted to receive material collected under this Agreement, except for any other facility that the City directs Contractor to use in accordance with this Agreement.

5.2 USE OF APPROVED RECYCLING FACILITY AND APPROVED DISPOSAL FACILITY Contractor, without constraint and as a free‐market business decision in accepting this Agreement, agrees to use the Approved Disposal Facility and the Approved Recycling Facility for the purposes of Processing and/or Disposing of all Solid Waste, Recyclable Materials, Construction and Demolition Debris, Organic Materials, and other materials Collected in the Service Area. Such decision by Contractor in no way constitutes a restraint of trade notwithstanding any Change in Law regarding flow control limitations or any definition thereof.

5.3 SUBCONTRACTING
Contractor shall not engage any Subcontractors for Collection, Transportation, Processing, or Disposal of Solid Waste, Recyclable Materials, Organic Materials, or C&D services without the prior written consent of the City. If Contractor plans to engage Subcontractors in the performance of this Agreement, Contractor shall provide the City with thirty (30) days’ written notification of such and provide an explanation of any potential impacts related to the quality, timeliness, or cost of providing services under this Agreement. Any such engagement of Subcontractors by Contractor in the performance of this Agreement shall be at market rates.

Agenda Item #8.1:

9 5.4 RESPONSIBILITY FOR MATERIALS
Once Solid Waste, Recyclable Materials, Construction and Demolition Debris, and Organic Materials are placed in Contractor’s Containers and at the Collection location, the responsibility for their proper handling shall transfer directly from the Generator to Contractor, except for Excluded Waste if Contractor can identify the Generator pursuant to Chapter 6.7.B. Once Solid Waste, Recyclable Materials, Construction and Demolition Debris, and Organic Materials are deposited by Contractor at the Approved Disposal Facility or the Approved Recycling Facility, such materials shall become the responsibility of the Owner or operator of thereof with the exception of Excluded Waste pursuant to Chapter 6.7.C.

Responsibility for Excluded Waste that has been inadvertently Collected by Contractor shall remain with Contractor if it cannot identify the Generator, and Contractor shall assume all responsibility for its proper Disposal.

5.5 CITY-DIRECTED CHANGES IN SCOPE OF SERVICES
The City may meet and confer with Contractor to establish the scope of any additional services or modification to existing services (which may include, but is not limited to, use of facilities other than the Approved Disposal Facility and/or the Approved Recycling Facility, use of vehicles or other equipment, or compliance with SB 1383) to be provided under this Agreement.

In such case, Contractor shall present, within thirty (30) calendar days of the City’s request, a written proposal to provide such modified or additional services. The City shall review Contractor’s proposal for the change in scope of services. The City and Contractor may meet and confer to negotiate Contractor’s proposed revisions and costs and shall amend this Agreement and the Rates, as appropriate and in accordance with Chapter 9.3, to reflect the mutually agreed‐upon changes in scope.

5.6 SOLID WASTE
A. Collection and Delivery. Contractor shall offer and provide Solid Waste Collection services as described in Attachment B.

B. Disposal. Contractor hereby guarantees to comply with the Waste Delivery Agreement between the City of Sonoma and Republic Services of Sonoma County, Inc. (dated February 24, 2015) for Committed Waste at the Approved Disposal Facility to Dispose all Solid Waste Collected by Contractor under this Agreement throughout the Term of this Agreement.

C. Diversion and New Programs. Contractor acknowledges that the City is committed to its Zero Waste Policy by Diverting materials from Disposal through the implementation of source reduction, reuse, Recycling, Composting, and other programs, and that the City may implement new programs that may impact the overall quantity or composition of Solid Waste Collected by Contractor and Disposed of by the Owner or operator of the Approved Disposal Facility, subject to Contractor’s right to petition for a Rate change pursuant to Chapter 9.3.

Agenda Item #8.1:

10 D. Costs and Regulations. Contractor shall pay all costs associated with transporting and Disposal of Solid Waste including payment of any gate fees charged at the Approved Disposal Facility. Contractor shall observe and comply with all regulations and posted rules in effect at the Approved Disposal Facility and cooperate with and take direction from the Owner or operator thereof with respect to delivery thereto of Solid Waste, Recyclable Materials, Construction and Demolition Debris, and Organic Materials.

E. Alternative Disposal Facility. If Contractor is unable to use the Approved Disposal Facility due to an emergency or sudden unforeseen closure of the Approved Disposal Facility, Contractor may use an alternative Disposal facility provided Contractor provides written notice to the City. Within forty‐eight (48) hours of emergency or sudden and unforeseen closure, Contractor shall provide a written description of the reasons the use of the Approved Disposal Facility is not feasible, and the period of time Contractor proposes to use the alternative Disposal facility.

If the need to use the alternative Disposal facility is discretionary or for reasons within Contractor’s, or its Subcontractor’s, reasonable control, Contractor’s Compensation shall not be adjusted for any change in Transportation and Collection costs associated with use of the alternative Disposal f acility. If the need to use the alternative Disposal facility results from reasons beyond Contractor’s, or its Subcontractor’s, reasonable control, the City shall adjust, either up or down, Contractor’s Compensation for changes in Transportation and Collection costs associated with use of the alternative Disposal facility. If a change in the Disposal facility results in increased costs, the City may identify and direct Contractor to an alternative Disposal f acility that results in lower costs than the Contractor‐identified alternative.

5.7 RECYCLABLE MATERIALS
A. Collection and Delivery. Contractor shall provide Recyclable Materials Collection services as described in Attachment B. Contractor shall Transport and deliver all Source-Separated Recyclable Materials placed by Customers in Recyclable Material Containers to the Approved Recycling Facility. All tipping fees and other costs associated with transporting to and Processing such Recyclable Materials at the Approved Recycling Facility and Disposing of the residue shall be paid by Contractor.

Contractor shall observe and comply with all regulations in effect at the Approved Recycling Facility and cooperate with and take direction from the Owner or operator thereof with respect to delivery of Recyclable Materials.

Contractor shall actively work with the Owner or operator of the Approved Recycling Facility throughout the Term of this Agreement to minimize Contamination of the Recyclable Materials Collected under this Agreement and Agenda Item #8.1:

11 delivered to the Approved Recycling Facility. Contractor shall report to the City on an annual basis the average residue percentage of all tons shipped to and processed at the Approved Recycling Facility.

B. Processing. Contractor hereby guarantees sufficient capacity at the Approved Recycling Facility to Process all Source Separated Recyclable Materials Collected by Contractor under this Agreement throughout the Term of the Agreement.

Contractor shall keep all existing permits and approvals necessary for use of the Approved Recycling Facility in full regulatory compliance. Within fifteen (15) days of a request therefor, Contractor shall provide copies of facility permits and/or notices of violations (obtained from its Processing facility Subcontractor if necessary) to the City.

If Contractor is unable to use the Approved Recycling Facility due to an emergency or sudden unforeseen closure of the Approved Recycling Facility, Contractor may use an alternative Processing facility provided Contractor provides written notice to the City. Within forty‐eight (48) hours of emergency or sudden and unforeseen closure, Contractor shall provide a written description of the reasons the use of the Approved Recycling Facility is not feasible, and the period of time Contractor proposes to use the alternative Processing facility.

If the need to use the alternative Processing facility is discretionary or for reasons within Contractor’s, or its Subcontractor’s, reasonable control, Contractor’s Compensation shall not be adjusted for any change in Transportation and Processing costs associated with use of the alternative Processing f acility. If the need to use the alternative Processing facility results from reasons beyond Contractor’s, or its Subcontractor’s, reasonable control, the City shall adjust, either up or down, Contractor’s Compensation for changes in Transportation and Processing costs associated with use of the alternative Processing facility. If a change in the Processing facility results in increased costs, the City may identify and direct Contractor to an alternative Processing f acility that results in lower costs than the Contractor‐identified alternative.

Contractor may change its use of the Approved Recycling Facility for Processing of Recyclable Materials following the City’s’ written approval. If Contractor seeks to use a Processing facility that is different than the Approved Recycling Facility, it shall request written approval from the City at least sixty (60) calendar days prior to use of the site.

5.8 ORGANIC MATERIALS
A. Collection and Delivery. Contractor shall provide Organic Materials Collections services as described in Attachment B. Contractor shall Transport and deliver all Organic Materials Collected under this Agreement to the Approved Disposal Agenda Item #8.1:

12 Facility and/or the Approved Recycling Facility. Contractor shall pay all tipping fees and other costs associated with Transporting and Processing Organic Materials.

Contractor shall observe and comply with all regulations in effect at the Approved Disposal Facility and/or the Approved Recycling Facility and cooperate with and take direction from the Owner or operator thereof with respect to delivery of Organic Materials. Contractor shall actively work with the Owner or operator of the Approved Disposal Facility and the Approved Recycling Facility throughout the Term of this Agreement to minimize Contamination of the Organic Materials Collected under this Agreement and delivered to the Approved Disposal Facility and/or the Approved Recycling Facility. Contractor shall report on an annual basis to the City the average residue percentage of all tons shipped to and processed at the Approved Disposal Facility and/or the Approved Recycling Facility.

5.9 CONSTRUCTION AND DEMOLITION DEBRIS
A. Collection and Delivery. Contractor shall provide Construction and Demolition Debris Collections services as described in Attachment B. Contractor shall Transport and deliver all Construction and Demolition Debris Collected under this Agreement to Napa Recycling & Composting Facility, 820 Levitin Way, American Canyon, California. Contractor shall pay all tipping fees and other costs associated with Transporting and Processing of Construction and Demolition Debris.

Contractor shall comply with the California Green Building Standards Code (CALGreen -California Green Building Standards Code—Part 11, Title 24, California Code of Regulations) and observe and comply with all regulations in effect at the Approved Construction and Demolition Facility and cooperate with and take direction from the Owner or operator thereof with respect to delivery of Construction and Demolition Debris. Contractor shall actively work with the Owner or operator of the Approved Construction and Demolition Facility throughout the Term of this Agreement to ensure that all Construction and Demolition Material is processed for diversion and recycling and minimize Contamination of the Construction and Demolition Debris Collected under this Agreement.

5.10 BULKY ITEMS AND REUSABLE MATERIALS
A. Collection. Contractor shall offer Bulky Item and Reusable Materials Collection services as described in Attachment B. Bulky Item and Reusable Materials Collection services shall be offered to Single‐Family and Multi‐Family Customers pursuant to Attachment B either free of charge or for an additional charge.

Agenda Item #8.1:

13 Contractor shall make reasonable efforts to schedule on‐call Bulky Item and Reusable Materials Collections on a day that is convenient to the Customer.

B. Alternative Collection. Contractor may, at its sole discretion and expense, identify those Bulky Items and Reusable Materials that can be Collected by local youth, community, or other charitable organizations and arrange with such organizations to provide the Collection. Regardless of Contractor’s use of such an organization, Contractor shall be responsible for ensuring that service is provided to the Customer in a professional and timely manner.

C. Transportation. Contractor shall transport all Bulky Items or Reusable Materials Collected under this Agreement to the Approved Disposal Facility and/or the Approved Recycling Facility for recycling or disposal, as appropriate. Contractor shall pay all costs associated with transporting and Processing Bulky Items and Reusable Materials. Contractor shall be relieved of this obligation for any items collected by a local youth, community, or other charitable organization.

Contractor shall observe and comply with all regulations in effect at the Approved Disposal Facility and/or the Approved Recycling Facility and cooperate with and take direction from the Owner or operator thereof with respect to delivery of Bulky Items and/or Reusable Materials.

5.11 CITY SERVICES
Contractor shall provide the City, without charge, the services set forth in this Chapter.

A. Containers at City’s Facilities
Contractor shall Collect Solid Waste, Recyclable Materials and Organic Materials from Containers located at City-owned facilities including, but not necessarily limited to, parks, municipal offices, corporation yards, parking lots, fire stations, and such other City-owned properties as specified in Attachment B. Contractor shall provide a sufficient number of suitably-sized Containers at or in the vicinity of such properties for the deposit of Discarded Materials in said Containers for Collection by Contractor.

B. Containers at Public Locations
Contractor shall Collect Discarded Materials deposited in Public Containers for Solid Waste, Recyclable Materials, and Organic Materials that are located in the Service Area and listed in Attachment B4 and such other City-owned Public Containers as the City shall specify. Collection shall be performed on a schedule provided by the City. Collection shall occur at the City’s designated location of the Public Containers. Collection shall include clean-up of the area within a radius of fifteen (15) feet of each Public Container. The City shall provide Contractor a service schedule and a map showing the locations of the Public Containers to be Agenda Item #8.1:

14 serviced by Contractor. The City reserves the right to change the service schedule during the term of this Agreement upon not less than thirty (30) calendar days written notice to Contractor and may add or relocate Public Containers as it deems necessary.

Each time Contractor services Public Containers they shall check to ensure that container and labels are clean and legible. Contractor shall replace labels and/or replace containers up to once per year as approved or directed by City.

C. City Community Events
Starting on or after January 1, 2025, to support the City’s 2020 Zero Waste Policy, the Contractor shall provide, at no cost, zero waste activities at up to 30 City Community Events requested by the City annually. The activities will be in compliance with the City of Sonoma’s Special Events Policy, Chapter 13. Solid Waste and Recycling. These activities include: (1) the purposeful and strategic placement of multiple waste stations (a minimum of 4 stations, one at each quadrant), subject to City approval, that will be comprised of the three streams (recycling, organics, and trash); (2) each station will be staffed with a zero waste attendant during the duration of the event to direct attendees how to properly sort their materials; and (3) the distribution of educational information and answering questions related to SB 1383, waste minimization, and general sorting/recycling practices. Hiring of a subcontractor to perform this function is subject to approval as specified in Chapter 5.3. City Community Events in excess of 30 will be charged directly by Contractor to City for performance of services, subject to the City’s advance review and approval of Contractor’s charges for such services. Contractor is not obligated to provide City Community Events in excess of 30 events if the City does not approve Contractor’s charges for such services.

Special Events, which are not City Community Events, will be required to perform similar zero waste activities. They shall contract directly with the Contractor to perform these activities. Rates charged for this service by the Contractor shall be approved by the City.

At the conclusion of events, Contractor shall Collect Solid Waste, Recyclable Materials, and Organic Materials at no more than 55 City Community Events annually and eligible Special Events held at The Plaza and Depot Park at no charge. Contractor shall provide such Collection within two (2) hours following the conclusion of such event during daylight hours or by 8:00 a.m. the following day of any event ending during night-time hours, which includes weekends. The City shall notify Contractor of the dates and locations for an eligible event at least thirty (30) days prior to each event. Non-eligible Special Events can contract directly with the Contractor for removal of Solid Waste, Recyclable Materials, and Organic Materials.

Agenda Item #8.1:

15 Contractor shall ensure that the Zero Waste Coordinator and additional contractor staff be present at up to half of the 55 Community Events to provide outreach and education to event attendees on how to properly use the collection systems to maximize waste diversion, reduce disposal, and prevent contamination of the collection containers.

Contractor and City agree to meet and confer in January or February 2025 to review the terms and conditions of this Section 5.11.C. Prior to the meet and confer, the City may provide Contractor with additional data and information pertaining to the City’s needs for City Community Events services. During the meet and confer, City and Contractor will discuss the City’s needs for City Community Events services and will consider mutually agreeable revisions to the terms and conditions of this provision, which may include Amendment to this Agreement.

D. Free Compost
Upon request from the City and up to four (4) times each year, Contractor shall provide up to one hundred (100) cubic yards, of free Compost per event for use by the City or its residents in a Drop Box or similar Container. The City shall identify the time and location of each Compost drop-off. The City may also decide to conduct joint events. Contractor shall provide a report to the City annually on the amount of compost delivered for free events to comply with SB 1383 organic procurement requirements.

Contractor shall provide free delivery of the compost to locations within 5 miles of the City center at request of the City.

E. Abandoned Solid Waste
At oral, electronic, or written direction of the City, the Contractor will Collect up to five (5) tons of Abandoned Solid Waste discarded at the locations identified by the City in the Service Area without charge to the City within five (5) working days.

5.12 EDUCATION AND OUTREACH
Contractor shall submit a public education and outreach plan to the City annually that meets the mutual goals and requirements of the Parties. The Contractor’s public education and outreach strategy shall focus on improving Customer understanding of the benefits of and opportunities for source reduction, reuse, Recycling, and Composting. In general, Contractor‐provided public education and outreach should: (i) inform Customers about the services that are provided under this Agreement with specific focus on describing the methods and benefits of source reduction, reuse, Recycling, and Composting, (ii) instruct Customers on the proper method for placing materials in Containers for Collection and setting Containers out for Collection with specific focus on minimizing Contamination of Recyclable and Organic Materials, and (iii) clearly define the Excluded Waste and educate Customers about the hazards of such materials and their opportunities for proper handling.

Agenda Item #8.1:

16 Contractor shall also distribute educational materials in billing inserts annually in April. The City shall provide an electronic file of any educational material to be included on or before March 1 of each year.

A. Annual SB1383 Noticing Requirement
Contractor shall annually provide the following to all its accounts held under the Agreement:

1. Information on the Compostable Materials Service Recipient’s requirements to properly separate materials in appropriate container Containers.

2. Information on methods for: the prevention of Compostable Materials generation, Recycling Compostable Materials on-site, sending Compostable Materials to community composting, and any other local requirements regarding Compostable Materials.

3. Information regarding the methane reduction benefits of reducing the landfill disposal of Compostable Materials, and the methods of Compostable Materials recovery contemplated by the Agreement.

4. Information regarding how to recover Compostable Materials.

5. Information related to the public health and safety and environmental impacts associated with the landfill disposal of Compostable Materials.

The above information will be provided, at a minimum, through print and/or electronic media, and may also be provided through workshops, meetings and/or on-site visits.

Educational materials provided pursuant to the above shall be translated into Spanish.

B. Edible Food Recovery Support
Contractor shall annually provide City with a list of Tier One and Tier Two Commercial Edible Food Generators located in the City. Upon request from Contractor, City shall use reasonable efforts without incurring significant additional costs to cooperate and consider methods for collecting information from Customers and sharing such information with Contractor in an effort to assist Contractor with identifying the Tier One and Tier Two commercial Edible Food generators within the City.

C. Route Review Program for SB 1383 Compliance
At least once annually, beginning in 2024, Contractor or its approved designee shall conduct a Route Review for each Hauler Route. The number of Containers to review per Hauler Route shall be calculated on the basis of the number of Garbage accounts provided service by a specific Hauler Route for one week. For example, “Route A” collects Garbage from 250 accounts, 4 days per week, for a total of 1,000 accounts per week; include a minimum of 25 accounts for Route Review of “Route A”. For each Route Review of a Hauler Route, Contractor shall inspect at least the following minimum number of Containers but may inspect more if Agenda Item #8.1:

17 Contractor deems necessary; and shall inspect all Containers placed for Collection (including Recyclable Materials Containers, Organic Waste Containers, and Garbage Containers). Each inspection shall involve visually and/or with digital video systems observing the contents but shall not require Contractor to disturb the contents or open any bags. Contractor may select the Containers to be inspected at random, or (if mutually agreed with City) by any other method not prohibited under the SB 1383 Regulations. For the avoidance of doubt, Contractor shall not be required to annually inspect every Container on a Hauler Route. Contractor shall include the results of each Route Review in its next regularly scheduled report to City.

Route Size (# garbage accounts /
week)
Minimum Number of Accounts
Fewer than 1,500 25
1,500-3,999 30
4,000-6,999 35
7,000 or more 40
Contractor shall conduct such other inspections, monitoring, and route reviews as may be requested by the City from time to time including, but not limited to, those required by SB 1383 and/or Applicable Law.

Following each Route Review and Compliance Review conducted Contractor shall report to City:

1. The date the review was conducted.

2. The name and title of each person conducting the review.

3. A list of the account names and addresses covered by the review.

4. A description of each Hauler Route reviewed, and a general description of the Hauler Route area.

5. The results of such review (i.e., the addresses where any Prohibited Container Contaminants were found) and any photographs taken.

6. Contractor’s findings as to whether the Customers reviewed are subscribed for Organic Waste Collection service, have an applicable waiver, or neither) and any relevant evidence supporting such findings (e.g., account records).

7. Copies of any educational materials issued pursuant to such reviews.

8. Documentation relating to observed Prohibited Container Contaminants, whether observed during Route Reviews or otherwise:

Agenda Item #8.1:

18 a. Copies of the form of each notice issued to Customers for Prohibited Container Contaminants, as well as, for each such form, a list of the Customers to which such notice was issued, the date of issuance, the Customer’s name and service address, and the reason for issuance (if the form is used for multiple reasons). b. The number of times notices were issued to Customers for Prohibited Container Contaminants.
c. The number of Containers where the contents were Disposed due to observation of Prohibited Container Contaminants.

D. Annual Zero Waste Outreach/Inspection Program for Commercial Generators Contractor shall conduct an annual zero waste education and outreach program to support zero waste efforts for each Commercial Generator, which shall include an in-person, visual inspection of the Premises of every Commercial Generator, where reasonable. Each outreach visit shall include an offering of free training to owner/operators and employees on proper waste reduction, proper waste segregation for all three streams, and contamination avoidance. Each inspection shall include verification that all required containers (“back of house” and “front of house”) are present, properly labeled, contain proper signage, and are not contaminated as required by SB 1383 and/or Applicable Law.

5.13 DIVERSION STANDARDS
A. Contractor Obligation
In awarding this Agreement, the City relied on Contractor’s representation that Contractor will provide a level of Diversion that ensures the City will be in full compliance with its State Diversion obligations, as defined as of the Effective Date by AB 939, AB 341, AB 1826, AB 2176, SB 1383, related state laws and regulations, and Applicable Law. The City’s grant of an exclusive franchise pursuant to Chapter 3.1 is based in part on providing Contractor the means necessary to ensure the City meet its Diversion obligations. The following Diversion standards are intended to ensure the City will be in full compliance with their Diversion obligations under Applicable Law.

B. Diversion Rate
Compliance with the Diversion standards will be measured for a calendar year in terms of the tons of Franchised Materials Collected by Contractor in the Service Area that are sold or delivered during such calendar year to the Approved Disposal Facility, the Approved Recycling Facility, a recycler, a Composting facility or a reuse facility, net of all Residue, divided by the total tons of Franchised Materials Collected in the Service Area by Contractor during such calendar year.

C. Diversion Standards
Agenda Item #8.1:

19 Diversion performance shall be considered acceptable if the diversion percentage calculated in accordance with Chapter 5.13.B. above for any calendar year is 50% or greater. Contractor must comply with all Local, State and Federal Regulations including any changes to required diversion percentages or changes in classification or definition of waste types.

D. Compliance with Diversion Standards

1. City Determination of Compliance. Contractor shall provide the Diversion-related data and information defined in Chapter 7.3 and Attachment C as part of its scheduled reporting. The City may and at any time determine compliance with the above Diversion standards, as well as ascertaining progress towards achieving the next scheduled Diversion requirement. Contractor acknowledges that the City may request, and Contractor shall provide in a timely manner, such additional information as may reasonably be needed to ascertain compliance with the Diversion standards set forth in Chapter 5.13.C.

2. CalRecycle Notice. If at any point during the Term, CalRecycle notifies the City that it is not in compliance with its Diversion obligations under Applicable Law, the Parties shall notify each other within 24 hours and the Parties will meet within fourteen (14) days thereof regarding compliance with the Diversion standards. Should Contractor be found to be in compliance with its obligations with respect of the Diversion standards in Chapter 5.13.C., but there is the need to modify Contractor obligations to meet the City’s Diversion obligations under Applicable Law, the Parties shall meet and confer to consider such modification and such modification will be considered a change in scope of services as provided in Chapter

5.6. 3. Implementation of Additional Diversion Services. If the City determines that Contractor has not fulfilled its obligations with respect to the Diversion standards set forth in this Chapter 5.13, the City may direct Contractor to perform additional services (including the implementation of new diversion programs) or modify the manner in which it performs existing services, and Contractor agrees to do so at no additional charge; provided, however, that pilot programs and innovative services which may entail new Collection methods and use of new or alternative Solid Waste processing and disposal technologies shall constitute changes in the scope of services under Chapter 5.5 above.

E. Cooperation
Contractor acknowledges the City’s needs with respect to Diversion and will assist the City to identify all diversion activities in the Service Area, including diversion Agenda Item #8.1:

20 activities from Commercial accounts that self-haul Solid Waste, Recyclable Materials, Construction and Demolition Debris, and/or Organic Materials, or utilize third-parties therefor, as permitted by Chapter 3.2. Contractor will use good faith efforts to identify any commercial entities using self-haul or third- party services and provide the contact information for these entities to the City so that it can contact these entities to require compliance with the reporting requirements imposed by Applicable Law.

CHAPTER 6: REQUIREMENTS FOR OPERATIONS, EQUIPMENT, AND

PERSONNEL

6.1 GENERAL
Contractor shall always comply with Applicable Laws and provide services in a manner that is safe to the public and Contractor’s employees. Except to the extent that a higher performance standard is specified in this Agreement, Contractor shall perform services in accordance with Solid Waste, Recyclable Materials, Organic Materials, and C&D management practices common to Northern California.

6.2 OPERATING HOURS, DAYS, AND SCHEDULES
A. Hours of Collection for Contractor.

Unless otherwise authorized in writing by the City, Contractor shall provide all services at times on a schedule such that operations are in compliance with Sonoma Municipal Code Chapter 9.56. NOISE.

B. Holiday Schedule.

Except for Chapter 5.11, the Contractor, at its sole discretion, may choose not to provide Collection or Disposal and Processing services, as applicable, on a Holiday. In such event, Contractor shall provide Collection services on the day following the Holiday thereby adjusting subsequent work that week; however, Customer service days shall be returned to the normal schedule within one (1) week of the Holiday. Contractor shall provide Customers notice of Holiday‐related changes in Collection or Disposal and Processing services schedules, as applicable, at least two weeks prior to the change.

C. Collection Days
Commercial collection for all three streams shall occur on the same collection day.

6.3 COLLECTION STANDARDS
A. Servicing Containers.

Agenda Item #8.1:

21 Contractor shall pick up and return each Container to the location where the Container was placed properly for Collection. Contractor shall place the Containers upright with lids properly secured.

Contractor, at the request of Customers, may provide special services including: (i) unlocking Containers, (ii) accessing Container enclosures with a key, or (iii) pulling or pushing Containers to the Collection vehicle. Contractor may charge Customers for extra services at the Rates approved by the City for such services or other special services as mutually agreed upon.

Contractor is responsible for reasonable maintenance of all containers, which includes a working and tight-fitting lid, no cracks or tears in the lid or body, and working wheels for carts. Upon discovery of such damage, or notification by the Customer, the hauler shall have up to seven (7) calendar days to repair or replace the container at no charge to the Customer.

For residential customers, and commercial customers, Contractor shall provide replacement containers free of charge to Customers if the previous Container is rendered unserviceable by means other than the Customer’s action no more than once per year. This applies to each trash, commercial food waste, organics or recycling container at least once per year at no charge to the Customer. Additional cleanings and/or container replacements are considered an extra service.

B. Litter Abatement and Spill Prevention.

Contractor shall use due care to prevent spills or leaks of material placed for Collection while providing services under this Agreement. If any materials are spilled or leaked during Collection and Transportation, Contractor shall clean up all spills or leaks before leaving the site of the spill and properly dispose of the materials.

Contractor may not litter the collection area in the process of providing Solid Waste Collection or while its vehicles are on the road. Contractor must transport all materials Collected under the terms of this Agreement in such a manner as to prevent the spilling or blowing of such materials from Contractor's vehicles.

Contractor must exercise all reasonable care and diligence in providing Solid Waste Collection so as to prevent spilling or dropping of Residential Waste, Commercial Solid Waste, Recyclable Materials, or Organic Materials, and must immediately, at the time of occurrence, clean up such spilled or dropped Residential Waste, Commercial Solid Waste, Recyclable Materials, or Organic Materials.

Contractor is not responsible for cleaning up sanitary conditions caused by the carelessness of the Service Recipient; however, Contractor must clean up any material or residue that is spilled or scattered by Contractor or its employees.

Agenda Item #8.1: