Agenda — Sonoma City Council, August 7, 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, August 7, 2024
https://us06web.zoom.us/j/84876986131
6:00 PM Regular Meeting

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

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

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

Members of the public who wish to address the Council by providing public comments during the meeting may do so in-person in the Council Chambers at 177 First Street West, where the meeting is being publicly held. As an alternative, members of the public may also provide written public comment submitted via the City’s online Public Comment form at https://sonomacity.civicweb.net/Portal/CitizenEngagement.aspx or by email to:
[email protected] and those comments will be uploaded to the Document Center the next business day.

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 1 of 137 ends

Page
6:00 P.M. – REGULAR MEETING

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

REPORT ON CLOSED SESSION

APPROVAL OF AGENDA

1. PRESENTATIONS

1.1: Presentation on a Sonoma Valley Enhanced Infrastructure Funding District by Susan Gorin, First District Supervisor, Sonoma County

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 council member will 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 a Resolution Approving the Opioid Settlement with The Kroger Co., Authorizing the City Manager to Execute the Related Participation Agreements, and Granting Authority to City Manager to Execute and Enter into Future Agreements Related to the Nationwide Opioid Settlements (David Guhin, City Manager)
RECOMMENDATION: Adopt the resolution.

Agenda Report - Kroger Co. Opioid Settlement - Pdf
5 - 11

7.3: Adopt a Resolution Cancelling the Regular Meeting Scheduled for October 16, 12 - 13

Page 2 of 137 ends

2024 (Rebekah Barr, MMC, City Clerk)
RECOMMENDATION: Adopt the resolution.

Agenda Report - Regular Meeting Cancellation - Pdf

7.4: Adopt a Resolution Authorizing the City Manager to Execute Professional Services Agreements with Miller Pacific Engineering Group, RGH Consultants, and DAC Associate, Inc. Each Not to Exceed $50,000 for a Total of $150,000 in Contracts for On-Call Geotechnical Engineering and Materials Testing Services (Ashley Cotter, PW Admin & Project Manager)
RECOMMENDATION: Adopt the resolution.

Agenda Report - PSA - Miller Pacific, RGH, DAC - Pdf
14 - 111

7.5: Adopt a Resolution Authorizing the City Manager to Execute a Task Order with Land Culture, LLP, Previously Doing Business as Ann Baker Landscape Architect, for Olsen Park Renovations, Capital Improvement Project P-8 (Ashley Cotter, PW Admin & Project Manager)
RECOMMENDATION: Adopt the resolution.

Agenda Report - Task Order - LandCulture, LLP - Pdf
112 - 121

8. PUBLIC HEARING

8.1: Public Hearing to Adopt An Ordinance Amending Sonoma Municipal Code Chapter 3.12 Governing the City’s Transactions and Use Tax, Subject to Approval by the Voters, of a One-Half Cent General Transactions and Use Tax (David Guhin, City Manager and Rebekah Barr, MMC, City Clerk) RECOMMENDATION: It is recommended that the City Council conduct a public hearing, receive public comment, and then adopt an ordinance amending Sonoma Municipal Code Chapter 3.12 governing the City’s Transactions and Use Tax, subject to approval by the voters, of a one-half cent General Transactions and Use Tax.

Agenda Report - Ordinance Adoption - Pdf
122 - 132

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

9.1: Clarification of Appointee Residency Requirements and Appointments to Various Group B Regional/Valley Committees & Commissions (Rebekah Barr, MMC, City Clerk)
RECOMMENDATION:

1. Confirm Group B Regional/Valley Committees and Commissions, unless set by the agency bylaws, have the residency requirement that the appointee is a resident within the City or the boundaries set by the regional/valley agency; and

2. Make one appointment by majority vote of the City Council to the Sonoma Valley Community Advisory Commission.

Agenda Report - Regional/Valley Commissions & Committees - Pdf 133 - 137

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.

Page 3 of 137 ends

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

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.

Page 4 of 137 ends

City of Sonoma
Agenda Item Summary
Meeting: City Council - 07 Aug 2024
Department
Administration
Staff Contact
David Guhin, City Manager
Agenda Item Title
Adopt a Resolution Approving the Opioid Settlement with The Kroger Co., Authorizing the City Manager to Execute the Related Participation Agreements, and Granting Authority to City Manager to Execute and Enter into Future Agreements Related to the Nationwide Opioid Settlements
Summary
In 2021, various states, counties, and cities sued opioids manufacturers and distributors regarding their responsibility for the opioid addiction epidemic. A settlement was reached with the distributors and manufacturers agreeing to pay a total of $26 billion.

Sonoma participated in the 2021 settlement and its portion is an estimated $350,000 total, paid in installments over 11-18 years, restricted to certain opioid remediation or related uses. To avoid annual reporting and audit compliance costs, Sonoma’s share was allocated to the County of Sonoma for countywide opioid remediation use.

In April 2023, additional settlement agreements were proposed with Teva, Allergan, Walmart, Walgreens, and CVS, who are additional retailers and manufacturers of opioids. Sonoma participated in the 2023 settlements and its portion is an estimated $245,000 total over a 5- to15-year period. Sonoma’s 2023 funds go to the County for countywide opioid remediation use.

At this time, a new additional settlement agreement with The Kroger Co. has been proposed, which is estimated to provide $122 million to California. California counties and cities have been allocated 85 percent of the total amount allocated to the State – which based on best estimates will be approximately $102 million. The City of Sonoma has not yet been allocated a percentage of the above amount. Settlement case managers are still gathering the necessary information.

As stated above, the definite amount is not yet known as the number of localities that opt into the settlements will change and likely decrease the amount each participating subdivision receives. However, in any situation, the total amount will be disbursed over 11 years.

Just like the 2021 and 2023 Settlement Agreements, by default Sonoma’s share of the settlement funds would be automatically sent to the County of Sonoma, presumably for a coordinated countywide opioid remediation use, unless Sonoma elects to directly receive the funds. Direct receipt by the City would require complying with strict accounting and reporting requirements, including annual written reports regarding use of the funds and tracking of all deposits and expenditures, and state audits. In addition, the City does not traditionally provide the opioid abatement services the funds must be use for. These requirements only apply to the City if it elects to directly receive the funds and does not apply to the City if the funds go to the County. In terms of enforcement, the State enforces the expenditure requirements.

Due to the costs of complying with annual accounting and reporting and being subjected to state audits, it is recommended the City participate in the settlements and allow its funds to go Agenda Item #7.2:

Page 5 of 137 ends

to the County. In any given year, the City can elect to receive funds directly if the City has determined a qualifying use for the funds.

The City must opt into the settlements by August 12, 2024, which requires the City to release its claims against Kroger Co. If the City takes no action, it will have opted out of the settlements and its designated funds will flow to the State as opposed to the County and if enough local agencies do not opt-in, it will reduce the total amount coming to California. The City would still have the opportunity to bring its own action against Kroger Co. if it opts out of the settlement, which is unlikely.

It is recommended that the City Council authorize the City Manager to act on their behalf to avoid missing the opportunity to join in the settlement. Furthermore, due to the likelihood of additional upcoming opioid-related litigation and settlements, the City should also consider authorizing the City Manager to act and opt into future settlement agreements on its behalf as well
Recommended Council Action
Adopt the resolution approving the opioid settlement with The Kroger Co., authorizing the City Manager to execute the related participation agreements, and granting authority to City Manager to execute and enter into future agreements related to the Nationwide Opioid Settlements.

Alternative Actions
Council discretion
Financial Impact
The City may receive funding by participating in the Settlement Agreement over multiple years.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution- Kroger Opioid Settlement
Exhibit A - Kroger Subdivision Participation and Release Form Kroger Settlement Agreement
Agenda Item #7.2:

Page 6 of 137 ends

368794.1
City of Sonoma
RESOLUTION # _____ - 2024

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA APPROVING THE

OPIOID SETTLEMENT WITH THE KROGER CO, AUTHORIZING CITY MANAGER TO

EXECUTE THE RELATED PARTICIPATION AGREEMENTS AND GRANTING AUTHORITY

TO THE CITY MANAGER TO EXECUTE AND ENTER INTO FUTURE AGREEMENTS

RELATED TO NATIONWIDE OPIOID SETTLEMENTS
WHEREAS, the United States is facing an ongoing public health crisis of opioid abuse, addiction, overdose, and death. The State of California and California local governments spend billions of dollars each year to address the direct consequences of this crisis; and WHEREAS, since 2017, state and local governments in California and around the United States have been pursuing litigation against certain manufacturers, distributors, and retailers of opioid pharmaceuticals (the “Opioid Defendants”) in an effort to hold the Opioid Defendants financially responsible for the impact of the Opioid Epidemic on the City of Sonoma (“the City”) and resources necessary to combat the opioid epidemic; and WHEREAS, negotiations to settle claims against many of the Opioid Defendants, have been ongoing for several years and since 2021 have resulted in proposed nationwide settlements of state and local government claims to settle the litigation; and WHEREAS, the City of Sonoma has previously approved settlement agreements with McKesson Corporation, Cardinal Health, Inc., Amerisource Bergen Corporation, Johnson and Johnson, Jannsen Pharmaceuticals, Inc., Ortho McNeil-Jannsen Pharmaceuticals, Inc, Teva, Allergan, CVS, Walgreens, and Walmart; and
WHEREAS, a new additional settlement agreement with The Kroger Co. has been proposed, which is estimated to provide $122 million to California and the proposed terms of this settlement has been set forth in the Kroger Settlement Agreement; and WHEREAS, California counties and cities have been allocated 85 percent of the total amount allocated to the State – which based on best estimates will be approximately $102 million; and WHEREAS, any city that is an Eligible Local Government will be allocated its Local Allocation share only when it becomes a Participating Subdivision by signing the Participation Agreement to the Settlement. The Local Allocation share for a city that is a Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as: (a) the county is a Participating Subdivision, and (b) the City has not advised the Settlement Fund Administrator that it requests direct payment at least 60 days prior to a Payment Date as defined in the Settlement Agreements; and
WHEREAS, due to the costs of complying with annual accounting and reporting and being subjected to state audits, it is recommended the City participate in the settlements and allow its funds to go to the County; and
WHEREAS, due to the likelihood of additional upcoming opioid-related litigation and settlements, the City Council desires to authorize the City Manager to act and opt into future settlement agreements on its behalf as well.

Agenda Item #7.2:

Page 7 of 137 ends

368794.1
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Sonoma does hereby:

1. Approves the Opioid Settlement with The Kroger Co.

2. Authorizes the City Manager to execute the related Participation Agreements and any and all documents ancillary thereto including allocating the City’s funds to the County of Sonoma.

3. Grants the City Manager the authority to execute and enter into future agreements and any and all documents ancillary thereto, including allocation of funds to the County of Sonoma, related to the Nationwide Opioid Settlements BE IT FURTHER RESOLVED, that all actions heretofore taken by the City Council and other appropriate public officers and agents of the City with respect to the matters contemplated under this Resolution are hereby ratified, confirmed and approved.

PASSED AND ADOPTED, by the City Council of the City of Sonoma, on August 7, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________
John Gurney, Mayor

ATTEST:
____________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.2:

Page 8 of 137 ends

K-1
Subdivision Participation and Release Form
Governmental Entity: City of Sonoma State: California
Authorized Official: David Guhin, City Manager
Address 1: 1 The Plaza
Address 2:

City, State, Zip:

Phone:

Email:

The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated March 22, 2024 (“Kroger Settlement”), and acting through the undersigned authorized official, hereby elects to participate in the Kroger Settlement, release all Released Claims against all Released Entities, and agrees as follows.

1. The Governmental Entity is aware of and has reviewed the Kroger Settlement, understands that all terms in this Participation and Release Form have the meanings defined therein, and agrees that by executing this Participation and Release Form, the Governmental Entity elects to participate in the Kroger Settlement and become a Participating Subdivision as provided therein.

2. The Governmental Entity shall promptly, and in any event no later than 14 days after the Reference Date and prior to the filing of the Consent Judgment, dismiss with prejudice any Released Claims that it has filed. With respect to any Released Claims pending in In re National Prescription Opiate Litigation, MDL No. 2804, the Governmental Entity authorizes the Plaintiffs’ Executive Committee to execute and file on behalf of the Governmental Entity a Stipulation of Dismissal with Prejudice substantially in the form found at https://nationalopioidsettlement.com/.

3. The Governmental Entity agrees to the terms of the Kroger Settlement pertaining to Participating Subdivisions as defined therein.

4. By agreeing to the terms of the Kroger Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date.

5. The Governmental Entity agrees to use any monies it receives through the Kroger Settlement solely for the purposes provided therein.

6. The Governmental Entity submits to the jurisdiction of the court in the Governmental Entity’s state where the Consent Judgment is filed for purposes limited to that court’s role as provided in, and for resolving disputes to the extent provided in, the Kroger Settlement.

The Governmental Entity likewise agrees to arbitrate before the National Arbitration Panel Sonoma CA 95476
707-938-3681
[email protected]
Exhibit A
Agenda Item #7.2:

Page 9 of 137 ends

K-2
as provided in, and for resolving disputes to the extent otherwise provided in, the Kroger Settlement.

7. The Governmental Entity has the right to enforce the Kroger Settlement as provided therein.

8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the Kroger Settlement, including without limitation all provisions of Section XI (Release), and along with all departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Kroger Settlement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Kroger Settlement shall be a complete bar to any Released Claim.

9. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision as set forth in the Kroger Settlement.

10. In connection with the releases provided for in the Kroger Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads:

General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that, if known by him or her would have materially affected his or her settlement with the debtor or released party.

A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Governmental Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Governmental Entities’ decision to participate in the Kroger Settlement.

Agenda Item #7.2:

Page 10 of 137 ends

K-3

11. Nothing herein is intended to modify in any way the terms of the Kroger Settlement, to which Governmental Entity hereby agrees. To the extent this Participation and Release Form is interpreted differently from the Kroger Settlement in any respect, the Kroger Settlement controls.

I have all necessary power and authorization to execute this Participation and Release Form on behalf of the Governmental Entity.

Signature: ______________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________
Agenda Item #7.2:

Page 11 of 137 ends

City of Sonoma
Agenda Item Summary
Meeting: City Council - 07 Aug 2024
Department
Administration
Staff Contact
Rebekah Barr, MMC, City Clerk
Agenda Item Title
Adopt a Resolution Cancelling the Regular Meeting Scheduled for October 16, 2024 Summary
Per Sonoma Municipal Code Section 2.01.010, the City Council is required to establish the date and time of each Regular Council meeting by resolution each year. The City of Sonoma City Council adopted its 2024 Meeting Calendar on December 20, 2023.

Due to the City Council and staff attendance at the League of California Cities Annual Conference being held October 16 - 18, 2024, a request has been made to cancel the Regular Meeting scheduled for Wednesday, October 16, 2024. If any items arise that require immediate attention, a special meeting can be scheduled.

Recommended Council Action
Adopt the Resolution.

Alternative Actions
Council discretion.

Financial Impact
None
Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution - Meeting Cancellation
Agenda Item #7.3:

Page 12 of 137 ends

City of Sonoma
RESOLUTION # ______ - 2024

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA CANCELLING THE REGULAR MEETING SCHEDULED FOR OCTOBER 16, 2024
WHEREAS, Section 2.01.010 of the Sonoma Municipal Code requires the City Council to establish, by resolution, the date and time of regular Council meetings; and WHEREAS, the City Council adopted its 2024 Meeting Calendar on December 20, 2023; and WHEREAS, due to schedule conflicts it is desired to cancel the Regular Meeting scheduled for Wednesday, October 16, 2024.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Sonoma that the Regular Meeting of October 16, 2024, is cancelled.

PASSED, APPROVED AND ADOPTED at Regular meeting of the City of Sonoma City Council on this 7th day of August 2024 by the following vote:

AYES:

NOES:

ABSENT:

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

Page 13 of 137 ends

City of Sonoma
Agenda Item Summary
Meeting: City Council - 07 Aug 2024
Department
Public Works
Staff Contact
Ashley Cotter, PW Admin & Project Manager
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute Professional Services Agreements with Miller Pacific Engineering Group, RGH Consultants, and DAC Associate, Inc. Each Not to Exceed $50,000 for a Total of $150,000 in Contracts for On-Call Geotechnical Engineering and Materials Testing Services
Summary
The Public Works Department occasionally has a need for specialized geotechnical engineering expertise and materials testing services to support implementation of maintenance, reconstruction or new construction projects. Geotechnical engineering services may include but are not limited to geotechnical engineering and design services for public works projects, pavement evaluation and design, geotechnical observation and testing, materials testing and special inspection, as well as geotechnical review services. Instead of soliciting geotechnical engineering support and materials testing services 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 geotechnical engineering and or materials testing services arises.

A Request for Proposals (RFP) for electrical engineering services was issued by the Public Works Department on March 27, 2024. Seven 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 contracting with the top ranked three consultants, as geotechnical engineering and materials testing firms are often heavily impacted. Having multiple on call contracts will alleviate any scheduling difficulties and long lead times. Miller Pacific Engineering Group, RGH Consultants, and DAC Associates, Inc. were identified as the most qualified to provide as-needed geotechnical engineering and materials testing 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 Agreements with Miller Pacific Engineering Group, RGH Consultants, and DAC Associates, Inc. (attached) would be for a three-year term. During this time, geotechnical engineering and or materials testing services will be provided on an asneeded basis pursuant to a task order approach under which the selected firms 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 each firms hourly rate schedule. The Public Works Director will review and approve the task order and designate the appropriate funding source(s).

Any task orders issued will only be to support work on projects/activities that have been approved in the adopted budget. Each contract is not to exceed $50,000, for a total of $150,000 to be allocated for geotechnical engineering and materials testing services spread across three contracts with the three selected contractors. Execution of the proposed On-Call Master Agreements does not guarantee that any task orders will be initiated during the life of the Agenda Item #7.4:

Page 14 of 137 ends

agreement. Approval of the proposed agreements with the selected firms does not preclude the City from entering into additional agreements with other geotechnical engineering and/or materials testing firms should the need arise.

Recommended Council Action
Adopt a Resolution authorizing the City Manager to execute Professional Services Agreements with Miller Pacific Engineering Group, RGH Consultants, and DAC Associates, Inc. to provide as-needed geotechnical engineering and materials testing 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
Resolution Geotech On-Call contracts
Miller Pacific Engineering contract
RGH Consultants contract
DAC Associates contract
Agenda Item #7.4:

Page 15 of 137 ends

City of Sonoma
RESOLUTION # ___- 2024

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

CITY MANAGER TO EXECUTE CONTRACTS WITH MILLER PACIFIC ENGINEERING GROUP, RGH CONSULTANTS, INC., AND DAC ASSOCIATES, INC, EACH NOT TO EXCEED $50,000 ANNUALLY FOR A TOTAL OF $150,000 ANNUALLY FOR ON-CALL

GEOTECHNICAL ENGINEERING AND MATERIALS TESTING SERVICES WHEREAS the Public Works Department occasionally has a need for geotechnical engineering services and materials testing services; and
WHEREAS, it is preferable to enter into master “on-call” agreements with three qualified firms so that these firms will be under contract and ready to quickly assist the City when the need for geotechnical engineering and materials testing services arises; and WHEREAS, having three geotechnical engineering and materials testing firms on contract is recommended due to scheduling impaction across the state, which will alleviate scheduling difficulties and long lead times; and
WHEREAS, a Request for Proposal (RFP) for geotechnical engineering and materials testing services was issued by the Public Works Department on March 27, 2024 and seven proposals were received; and
WHEREAS, based on a review of the proposals received, Miller Pacific Engineering Group, RGH Consultants, Inc., and DAC Associates, Inc were all deemed highly qualified to provide geotechnical engineering and materials testing services; and WHEREAS, the proposed on-call master agreements 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 Professional Services Agreements with Miller Pacific Engineering Group, RGH Consultants, Inc., and DAC Associates, Inc, each in an amount not to exceed $50,000 annually to provide as needed geotechnical engineering and materials testing services.

RESOLVED, PASSED, AND ADOPTED this 7th day of August 2024 by the following vote:

AYES:

NOES:

ABSENT:

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

Page 16 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 1 of 25
Approved for use 12/28/2023

PROFESSIONAL SERVICES AGREEMENT

FOR DESIGN PROFESSIONALS
(City of Sonoma / [Miller Pacific Engineering Group]

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

2. RECITALS

2.1 City has determined that it requires the following professional services from a consultant: Geotechnical engineering and materials testing 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.

Agenda Item #7.4:

Page 17 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 2 of 25
Approved for use 12/28/2023
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:

3. DEFINITIONS

3.1 “Agreement Administrator”: The Agreement Administrator for this project is Mike Berger, Director of Public Works. 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 7/29/2024 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 August 7, 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 Nathan Klemin, 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 Fifty Thousand Dollars ($50,000).

3.7 “Scope of Services” means such professional services as are set forth in Consultant’s March 27, 2024 proposal to City attached hereto as Exhibit A and incorporated herein by this reference.

Agenda Item #7.4:

Page 18 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 3 of 25
Approved for use 12/28/2023

3.8 “Termination Date” means June 30, 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 #7.4:

Page 19 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 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 #7.4:

Page 20 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 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 #7.4:

Page 21 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 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.

Page 22 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 7 of 25
Approved for use 12/28/2023
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 #7.4:

Page 23 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 8 of 25
Approved for use 12/28/2023

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 #7.4:

Page 24 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 9 of 25
Approved for use 12/28/2023
“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.

Page 25 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 10 of 25
Approved for use 12/28/2023
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 #7.4:

Page 26 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 11 of 25
Approved for use 12/28/2023
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 #7.4:

Page 27 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 12 of 25
Approved for use 12/28/2023

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 #7.4:

Page 28 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 13 of 25
Approved for use 12/28/2023
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 Geotechnical/Materials Testing contract for City of Sonoma • Documentation of Best’s rating acceptable to the City. • Original endorsements effecting coverage for all policies required by this Agreement.
• Complete, certified copies of all required insurance policies, including endorsements affecting the coverage.

12.3 Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
• Professional Liability Insurance: $2,000,000 per occurrence, Agenda Item #7.4:

Page 29 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 14 of 25
Approved for use 12/28/2023
$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 #7.4:

Page 30 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 15 of 25
Approved for use 12/28/2023

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 #7.4:

Page 31 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 16 of 25
Approved for use 12/28/2023
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 #7.4:

Page 32 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 17 of 25
Approved for use 12/28/2023
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: Ashley Cotter, 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 #7.4:

Page 33 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 18 of 25
Approved for use 12/28/2023

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
No. 1 The Plaza
Sonoma, CA 95476
Telephone: (707) 938-3681
Email: [email protected]
If to Consultant:

Nathan Klemin
Miller Pacific Engineering Group
1360 Redwood Way, Ste B
Petaluma, CA, 95954
Telephone: 707-765-6140
Facsimile: 707-265-7982
Email: [email protected]
With courtesy copy to:

Agenda Item #7.4:

Page 34 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 19 of 25
Approved for use 12/28/2023
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 Public Works Director in accordance with the percentage of project completed. In the event that this Agreement is terminated pursuant to this paragraph 16.1, Agenda Item #7.4:

Page 35 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 20 of 25
Approved for use 12/28/2023
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 reference, the provisions of this Agreement shall prevail. This instrument Agenda Item #7.4:

Page 36 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 21 of 25
Approved for use 12/28/2023
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 #7.4:

Page 37 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 22 of 25
Approved for use 12/28/2023
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 #7.4:

Page 38 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 23 of 25
Approved for use 12/28/2023
(cancer-related), marital status, ancestry, or sexual orientation, or any other unlawful basis. 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 #7.4:

Page 39 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 24 of 25
Approved for use 12/28/2023

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 #7.4:

Page 40 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 25 of 25
Approved for use 12/28/2023
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement as of the last date indicated below:
“City”
City of Sonoma
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
“Consultant”
Miller Pacific Engineering Group
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 #7.4:

Page 41 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / Miller Pacific Engineering Group
336577.1 Page 26 of 1
Approved for use 12/28/2023
“EXHIBIT A”
Scope of Work
Agenda Item #7.4:

Page 42 of 137 ends

Agenda Item #7.4:

Page 43 of 137 ends

336577.1
“EXHIBIT B”
Approved Fee Schedule
Agenda Item #7.4:

Page 44 of 137 ends

MILLER PACIFIC ENGINEERING AND TESTING SERVICES MPEG SOC September 2023

MILLER PACIFIC ENGINEERING GROUP
a California corporation

SCHEDULE OF CHARGES

PROFESSIONAL ENGINEERING AND TESTING SERVICES
Professional and Technical Personnel Hourly Rate
Project Assistant/Word Processor .................................................................................................. $100 Engineering Technician .................................................................................................................. $130 Senior Technician ........................................................................................................................... $150 Prevailing Wage ............................................................................................................................. $170 Staff Engineer/Geologist ........................................................................................................................... $170 Project Engineer/Geologist ............................................................................................................. $200 Senior Engineer/Geologist .............................................................................................................. $220 Associate Engineer/Geologist ........................................................................................................ $260 Principal Engineer/Geologist .......................................................................................................... $290 A La Carte Laboratory Testing
(Will be charged at the hourly rate above unless otherwise noted in the Agreement and Proposal) Modified 4 in. Compaction Curve/Checkpoint ASTM D 1557................................ $350/$200 Sieve Analysis (w/ -200 wash) ASTM D 422 ........................................... $200 Minus 200 Sieve Wash ASTM D 1140 ......................................... $150 Atterberg Limits ASTM D 4318......................................... $300 Expansion Index ASTM D 4829......................................... $350 Moisture Content/Density ASTM D 2937........................................... $75 Unconfined Compression ASTM D 2166......................................... $150 Hydrometer ASTM D4829.......................................... $250 Reporting Fee ............................................................................................................. $100 per test request Transportation Fee (for samples dropped off at Novato/Napa Office) .................................................. $50 Rush Testing ........................................................................ Add 50% to the Total of all Laboratory Testing Other Inside Charges
Mileage ................................................................................................................................... $0.80 per mile Vehicle (Field) ............................................................................................................................. $9 per hour Nuclear Density Gauge .............................................................................................................. $10 per test Inclinometer ................................................................................................ $160 per day / $90 per half day Laser Level/Floor Level .............................................................................................................. $25 per day Sampling Equipment ........................................................................................... $50 per day / $30 half day Outside Services ...................................................................................................................................... Cost + 20% Includes exploration equipment, instrumentation, in-situ monitoring, outside/specialized laboratory testing, per diem, shipping, courier/delivery services, outside reproduction, and other services and supplies not normally provided.
*NOTES:

1. Field site visits and travel time are normal hourly rates, portal to portal.

2. Overtime – Weekday add $35
Overtime – Weekend/Holiday/Night add $45*
*(4- and 8-hour minimums)

3. Rates are for normal Geotechnical Engineering and Geological services. Rates for depositions and testimony are $580 per hour for Principal; $520 per hour for Associate; and $440 per hour for Senior.

All other personnel are $350 per hour. These fees are due and payable at the time of service.

4. Schedule of charges is effective as of September 2023. It is subject to revision annually and at other times without notice.

Agenda Item #7.4:

Page 45 of 137 ends

336577.1
“EXHIBIT C”
Campaign Contribution Disclosure Form
Agenda Item #7.4:

Page 46 of 137 ends

336577.1

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 #7.4:

Page 47 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 1 of 25
Approved for use 12/28/2023

PROFESSIONAL SERVICES AGREEMENT

FOR DESIGN PROFESSIONALS
(City of Sonoma / [RGH Consultants, Inc.]

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

2. RECITALS

2.1 City has determined that it requires the following professional services from a consultant: Geotechnical engineering and materials testing services.

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

Agenda Item #7.4:

Page 48 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 2 of 25
Approved for use 12/28/2023

3. DEFINITIONS

3.3 “Commencement Date” means August 7, 2024.

3.5 “Design Professional Project Administrator” is Nathan Klemin, and will be the principal point of contact for the Consultant.

3.7 “Scope of Services” means such professional services as are set forth in Consultant’s March 27, 2024 proposal to City attached hereto as Exhibit A and incorporated herein by this reference.

3.8 “Termination Date” means June 30, 2027.

4. TERM
Agenda Item #7.4:

Page 49 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 3 of 25
Approved for use 12/28/2023
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

Page 50 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 4 of 25
Approved for use 12/28/2023
and the Consultant. Such Supplemental Agreement shall be executed by the Consultant and be approved by the City in accordance with its purchasing policy.

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

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

Agenda Item #7.4:

Page 51 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 5 of 25
Approved for use 12/28/2023

Agenda Item #7.4:

Page 52 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 6 of 25
Approved for use 12/28/2023

5.14 Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. In addition, pursuant to Government Code Section 8546.7, if the amount of Agenda Item #7.4:

Page 53 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 7 of 25
Approved for use 12/28/2023
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

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

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

7. COMPENSATION

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.

Page 54 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 8 of 25
Approved for use 12/28/2023
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.

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

8. PREVAILING WAGE

Page 55 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 9 of 25
Approved for use 12/28/2023
wage law, for all work performed under the Agreement for which the payment of prevailing wages is required under the California Labor Code.

10. RELATIONSHIP OF PARTIES

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

10.3 Independent Contractor Status. Under no circumstances shall Consultant or its employees look to the City as an employer. Consultant shall not be entitled to any benefits. City makes no representation as to the effect of this independent contractor relationship on Consultant’s previously earned California Public Employees Retirement System (“CalPERS”) Agenda Item #7.4:

Page 56 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 10 of 25
Approved for use 12/28/2023
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

As respects all acts or omissions which do not arise directly out of the performance of design professional services, including but not limited to Agenda Item #7.4:

Page 57 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 11 of 25
Approved for use 12/28/2023
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.

Agenda Item #7.4:

Page 58 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 12 of 25
Approved for use 12/28/2023

Page 59 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 13 of 25
Approved for use 12/28/2023
subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

12. INSURANCE

12.3 Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
• Professional Liability Insurance: $2,000,000 per occurrence, Agenda Item #7.4:

Page 60 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 14 of 25
Approved for use 12/28/2023
$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.

Agenda Item #7.4:

Page 61 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 15 of 25
Approved for use 12/28/2023

Page 62 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 16 of 25
Approved for use 12/28/2023
at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages.

Page 63 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 17 of 25
Approved for use 12/28/2023
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: Ashley Cotter, No. 1 The Plaza, Sonoma, California 95476.

Agenda Item #7.4:

Page 64 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 18 of 25
Approved for use 12/28/2023

13. MUTUAL COOPERATION

If to City:

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

Eric G. Chase
RGH Consultants, Inc.
3501 Industrial Drive, Ste A
Santa Rosa, CA, 95403
Telephone: 707-799-6341
Email: [email protected]
With courtesy copy to:

Agenda Item #7.4:

Page 65 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 19 of 25
Approved for use 12/28/2023
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]

16. TERMINATION

Page 66 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 20 of 25
Approved for use 12/28/2023
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.

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.

Page 67 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 21 of 25
Approved for use 12/28/2023
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.

18. GENERAL PROVISIONS

Agenda Item #7.4:

Page 68 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 22 of 25
Approved for use 12/28/2023

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.

Page 69 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 23 of 25
Approved for use 12/28/2023
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.

Page 70 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 24 of 25
Approved for use 12/28/2023
prevailing in such dispute shall be entitled to all reasonable costs and litigation expenses actually incurred, including fees of attorneys and expert witnesses.

18.15 Recitals. The Recitals are incorporated by this reference. [Signatures on following page]
Agenda Item #7.4:

Page 71 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 25 of 25
Approved for use 12/28/2023
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement as of the last date indicated below:
“City”
City of Sonoma
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
“Consultant”
RGH Consultants, Inc.

By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
Attest:

By:__________________________________
David J. Ruderman, City Attorney
Date:________________________
Agenda Item #7.4:

Page 72 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / RGH Consultants, Inc.
336577.1 Page 26 of 1
Approved for use 12/28/2023
“EXHIBIT A”
Scope of Work
Agenda Item #7.4:

Page 73 of 137 ends

Agenda Item #7.4:

Page 74 of 137 ends

Agenda Item #7.4:

Page 75 of 137 ends

336577.1
“EXHIBIT B”
Approved Fee Schedule
Agenda Item #7.4:

Page 76 of 137 ends

Santa Rosa Office
3501 Industrial Drive, Suite A
Santa Rosa, CA 95403
707-544-1072
Napa Office
1041 Jefferson St, Suite 4
Napa, CA 94559
707-252-8105
Geotechnical, Geological and Laboratory Services

SCHEDULE OF CHARGES
Effective January 1, 2024
Unless agreed otherwise, work is charged for on a time and expense basis in accordance with the following schedule of charges:

PERSONNEL
Principal .................................................................................................................................................................. $250/hour Associate ................................................................................................................................................................. $205/hour Senior Engineer/Geologist ...................................................................................................................................... $195/hour Project Engineer/Geologist ..................................................................................................................................... $175/hour Staff Engineer/Geologist ......................................................................................................................................... $150/hour Field Engineer.......................................................................................................................................................... $140/hour Field Engineer (Prevailing Wage) ............................................................................................................................ $180/hour Graphics .................................................................................................................................................................. $110/hour Report Typing/Reproduction..................................................................................................................................... $90/hour

EQUIPMENT
Slope Inclinometer Instrument ................................................................................................................................. $200/day Coring Machine ......................................................................................................................................................... $400/day Infiltration Test Apparatus…………………………………………………………………………………………………………………..……………….$200/day Sonic Echo Foundation Test Gauge……………………………………………………………………………………………………………………….$200/day Specialty Software (i.e. SLOPE/W, VolFlo)................................................................................................................. $70/hour

CONCRETE
Concrete Compression Testing - Set of 4 Cylinder Breaks................................................................................................ $200 Shotcrete Panel (Includes coring, compression testing of 4 cores, and disposal)............................................................ $400 Each Additional Cylinder Break ...........................................................................................................................................$50 Each Additional Core Break.............................................................................................................................................. $100 OTHER
Travel time is charged at regular rates. Vehicle mileage is charged at the current federal rate. For court appearance, expert witness testimony, or deposition the charge is $400 per hour for the principal, associate, and project level professional and $280 per hour for all others, payable in advance. Four and eight hour minimums apply for court appearance.

Time worked in excess of 8 hours per day and Saturday/night work will be charged at 1.5 times the hourly rate. Time worked in excess of 12 hours per day and Sundays/holidays will be charged at 2 times the hourly rate.

Outside services including laboratory analysis, consultants, subcontractors, equipment not listed above, outside reproduction, aerial photographs, meals, lodging, shipping and special equipment or services not listed above are charged at cost plus 20 percent.

Agenda Item #7.4:

Page 77 of 137 ends

336577.1
“EXHIBIT C”
Campaign Contribution Disclosure Form
Agenda Item #7.4:

Page 78 of 137 ends

336577.1

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

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. ____________________________________

Printed Name
Signature
Date Phone
Agenda Item #7.4:

Page 79 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 1 of 25
Approved for use 12/28/2023

PROFESSIONAL SERVICES AGREEMENT

FOR DESIGN PROFESSIONALS
(City of Sonoma / [DAC Associates, Inc.]

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

2. RECITALS

2.1 City has determined that it requires the following professional services from a consultant: Geotechnical engineering and materials testing services.

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

Agenda Item #7.4:

Page 80 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 2 of 25
Approved for use 12/28/2023

3. DEFINITIONS

3.3 “Commencement Date” means August 7, 2024.

3.5 “Design Professional Project Administrator” is Nathan Klemin, and will be the principal point of contact for the Consultant.

3.7 “Scope of Services” means such professional services as are set forth in Consultant’s March 27, 2024 proposal to City attached hereto as Exhibit A and incorporated herein by this reference.

3.8 “Termination Date” means June 30, 2027.

4. TERM
Agenda Item #7.4:

Page 81 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 3 of 25
Approved for use 12/28/2023
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

Page 82 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 4 of 25
Approved for use 12/28/2023
and the Consultant. Such Supplemental Agreement shall be executed by the Consultant and be approved by the City in accordance with its purchasing policy.

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

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

Agenda Item #7.4:

Page 83 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 5 of 25
Approved for use 12/28/2023

Agenda Item #7.4:

Page 84 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 6 of 25
Approved for use 12/28/2023

Page 85 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 7 of 25
Approved for use 12/28/2023
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

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

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

7. COMPENSATION

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.

Page 86 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 8 of 25
Approved for use 12/28/2023
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.

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

8. PREVAILING WAGE

Page 87 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 9 of 25
Approved for use 12/28/2023
wage law, for all work performed under the Agreement for which the payment of prevailing wages is required under the California Labor Code.

10. RELATIONSHIP OF PARTIES

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

Page 88 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 10 of 25
Approved for use 12/28/2023
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

As respects all acts or omissions which do not arise directly out of the performance of design professional services, including but not limited to Agenda Item #7.4:

Page 89 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 11 of 25
Approved for use 12/28/2023
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.

Agenda Item #7.4:

Page 90 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 12 of 25
Approved for use 12/28/2023

Page 91 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 13 of 25
Approved for use 12/28/2023
subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

12. INSURANCE

12.3 Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
• Professional Liability Insurance: $2,000,000 per occurrence, Agenda Item #7.4:

Page 92 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 14 of 25
Approved for use 12/28/2023
$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.

Agenda Item #7.4:

Page 93 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 15 of 25
Approved for use 12/28/2023

Page 94 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 16 of 25
Approved for use 12/28/2023
at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages.

Page 95 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 17 of 25
Approved for use 12/28/2023
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: Ashley Cotter, No. 1 The Plaza, Sonoma, California 95476.

Agenda Item #7.4:

Page 96 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 18 of 25
Approved for use 12/28/2023

13. MUTUAL COOPERATION

If to City:

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

Darius Abolhassani
DAC Associates, Inc.
7 Mt. Lassen Drive, Ste A-129
San Rafael, CA, 94903
Telephone: 415-499-1919
Email: [email protected]
With courtesy copy to:

Agenda Item #7.4:

Page 97 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 19 of 25
Approved for use 12/28/2023
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]

16. TERMINATION

Page 98 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 20 of 25
Approved for use 12/28/2023
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.

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.

Page 99 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 21 of 25
Approved for use 12/28/2023
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.

18. GENERAL PROVISIONS

Agenda Item #7.4:

Page 100 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 22 of 25
Approved for use 12/28/2023

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.

Page 101 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 23 of 25
Approved for use 12/28/2023
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.

Page 102 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 24 of 25
Approved for use 12/28/2023
prevailing in such dispute shall be entitled to all reasonable costs and litigation expenses actually incurred, including fees of attorneys and expert witnesses.

18.15 Recitals. The Recitals are incorporated by this reference. [Signatures on following page]
Agenda Item #7.4:

Page 103 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 25 of 25
Approved for use 12/28/2023
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement as of the last date indicated below:
“City”
City of Sonoma
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
“Consultant”
DAC Associates, Inc.

By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
Attest:

By:__________________________________
David J. Ruderman, City Attorney
Date:________________________
Agenda Item #7.4:

Page 104 of 137 ends

Professional Services Agreement — Design Professionals
(City of Sonoma / DAC Associates, Inc.)
336577.1 Page 26 of 1
Approved for use 12/28/2023
“EXHIBIT A”
Scope of Work
Agenda Item #7.4:

Page 105 of 137 ends

Agenda Item #7.4:

Page 106 of 137 ends

336577.1
“EXHIBIT B”
Approved Fee Schedule
Agenda Item #7.4:

Page 107 of 137 ends

Agenda Item #7.4:

Page 108 of 137 ends

Agenda Item #7.4:

Page 109 of 137 ends

336577.1
“EXHIBIT C”
Campaign Contribution Disclosure Form
Agenda Item #7.4:

Page 110 of 137 ends

336577.1

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

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. ____________________________________

Printed Name
Signature
Date Phone
Agenda Item #7.4:

Page 111 of 137 ends

City of Sonoma
Agenda Item Summary
Meeting: City Council - 07 Aug 2024
Department
Public Works
Staff Contact
Ashley Cotter, PW Admin & Project Manager
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute a Task Order with Land Culture, LLP, Previously Doing Business as Ann Baker Landscape Architect, for Olsen Park Renovations, Capital Improvement Project P-8
Summary
The City of Sonoma adopted a 5-year Capital Improvement budget at the June 19, 2024 City Council Meeting. This included CIP P-8, which is Olsen Park renovations. This work includes landscape design, which the City will procure through LandCulture, LLP, previously doing business as Ann Baker Landscape Architect (ABLA) Services. The City has an open on-call contract with LandCulture, LLP, which was awarded on January 23, 2023 after a competitive bidding process. Public Works, requested proposals for on-call landscape architect services to support the design and construction of these initial upcoming park projects, which includes improvements to Olsen Park. Public Works selected ABLA (now LandCulture, LLP) from the response to proposals because they demonstrated the most expertise and experience in the areas of parks, municipal projects, neighborhood park design, landscape renovations, playground equipment, water conservation modifications, habitat restoration, and master planning.

This Task Order is to provide landscape architecture services at Olsen Park. Olsen Park renovations were identified in the 2022 Parks Needs Assessment. To date, LandCulture, LLP has completed Phase 1 of this project, which included site analysis, community participating in design, and concept plan development. This also included a preliminary cost estimate, which is approximately $100,000 more than the City's available budget for this project. This Task Order includes redesign in order to bring the design concept into City budget. Additionally, Phase 2 is included in this task order, which includes developing construction documents for the approved design for City Council approval, bidding, and construction. This task order will allow the project to move forward into the construction phase.

Recommended Council Action
Adopt the resolution authorizing the City Manager to execute a Task Order with LandCulture, LLC
Alternative Actions
Council Discretion
Financial Impact
This task order is not to exceed $51,845.00. This will be funded out of P-8, the capital improvement project for the Olsen Park renovations. The 24-25 Capital Improvement Budget for this project is $250,166. This is funded by a combination of capital improvement fund, Quimby funds, and Measure M Parks funds. This was previously budgeted in the project budget Agenda Item #7.5:

Page 112 of 137 ends

for the 24-25 fiscal year and will be funded more specifically out of the Parks CIP Engineering Design (304-50000-702-70702), which has a current available budget of $67,154.36 as of 7/30/2024.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution - Landculture LLP
LandCulture Task Order No. 1
Agenda Item #7.5:

Page 113 of 137 ends

City of Sonoma
RESOLUTION # ___- 2024

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA AUTHORIZING THE CITY MANAGER TO EXECUTE A TASK ORDER NOT TO EXCEED $51,845 WITH

LANDCULTURE, LLP PREVIOUSLY DOING BUSINESS AS ANN BAKER LANDSCAPE ARCHITECT FOR PHASE TWO OF CIP PROJECT NO. P-8, OLSEN PARK RENOVATIONS WHEREAS the City adopted a 5 Year Capital Improvement Program that included P-8, Olsen Park Renovations; and
WHEREAS, LandCulture, LLP, previously doing business as Ann Baker Landscape Architect (ABLA) has been awarded an on-call contract with the City after a competitive bidding process; and
WHEREAS, LandCulture, LLP has already completed Phase 1 of this project, which included site analysis, community participating in design, and a concept plan; and WHEREAS, the current concept plan included a cost estimate that was approximately $100,000 over the City’s project budget; and
WHEREAS, this task order includes a redesign to adjust the cost estimate, and Phase 2 of this project, which includes construction documents for City Council approval, bidding, and construction; and
WHEREAS, P-8 has a 24-25 project budget of $250,166 which will be funded out of Parks Design Engineering Budget (304-50000-702-70702) which has an available budget of $70,000.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Sonoma hereby authorizines the City Manager to execute a Task Order with LandCulture, LLP not to exceed $51,845.

RESOLVED, PASSED, AND ADOPTED this 7th day of August 2024 by the following vote:

AYES:

NOES:

ABSENT:

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

Page 114 of 137 ends

!"!#!$%&'

()*!+,-,
.
!/
#!0%
,1
#%/.%#-
#0!,0

2!$$+#

#

/
-
1 3#

*!+,-,
.
!/
-
1 3#

"!,,!*
#3
,
$
#14
/
5,%2

5,% 3/!+#-1+/"%2
6
$5/!0

5
2#
2%/
%*

#
*%22
11 7,
1+/"%2
#3
%#-1
%-
1/+2+/
!//

16%--%5/
0%2 "
#2
!#

#!/
1
-
6/
$!0
1
/+71
%

7 1
3 ,
#
16/
5,%2
+#

%,
/

1%#-%--#
*/

%55/!5/
%
3/!+#-
2!0
/6/
5,%2
+#+1
-+/"%/
%1*

,!*$%
#
#%#2
3/!+#-2!0
/1
89:;<=>?=@A
65/
0 !+1, -!
#37+1
#
11%1##B%.
/%#-12%5
/2

2+/
&'B()6
%1
2!$5,

C/15
%1
!"*!/.2!#1
1 #3!"1

%#%, 1
162!$$+#
5%/
2 5%
#3

#-
1 3#6%#-2!#2
55,%#-
0 ,!5$
#

%1/
D+
1 -
%89:;<=>?=@A
-
0 ,!5%1
!",%#-12%5
2!#1/+2
!#-!2+$
#1"!/

%55/!0
--
1 3#"!/
2!+#2
,%55/!0%,67
--
#36%#-2!#1/+2
!#

5+/5!1
!"

1%1./-
/
1!%+
!/
E
%#--
/
289:;<=>?=@A!
5/!2

*!/.15
2 C
-
#
2 !#
7
,!*
#%22!/-%#2
*

5/!0
1 !#1
!"

F
7
*

!"!#!$%&'

()%#-B&'!#1+,%#()
*

2
%17

#%11
3#
-!89:;<=>?=@A%1

1+22
11!/7+1
#
11
#
!
B

G

$1%+
!/
E
-7

1%1./-
/%/
5/
1 #
-
# H

7 2!5
!"
/0
2 16
7+%/
3
#
/%,, -
12/
7 -%1

-
0 ,!5$
#!"2!#1/+2
!#5,%#1"!/,%#-12%5

$5/!0
$
#1"!/,1
#%/.7%1
-!#

%55/!0
-2!#2
5+%,-
1 3#

I

!$5
#1%
!#1
%,,7
%15/!0
-
-
#

F
7
*

5%/

/
!
/
"
/
#2
-
#
%7!0

!%,2!1!"1
/0
2 1%11
"!/
#

1 %,,7
CH
-"

"!/-
1 3#%1.1%#-%2+%,2!11&
$
%#-$%
/
%,1)"!/5
/$

/
0 1
!#167
--
#3%#-2!#1/+2
!#5
%1
1
/0
2 17%1
-!#!#1+,%#J11%#-%/-
,%7!//%
1
#%22!/-%#2
*

5/!0
1 !#1!"

F
%#--
%
,
-
#
H

7 B"!/%#
1 $%
-"

!"KL6ML

Agenda Item #7.5:

Page 115 of 137 ends

!" # $ !% &'%!'$("
)
*

!" )
+,

) )

+

)

-)

(
-

)

.
&/
$

!" # $
("0 !"0 !"

(

+

)
(1'$" 2 ,2

)

2
+
(34(5

6789:;<=;>? 44&5

6789:;<=;>? 44& *

)

,

)
*

,2

,
2+

)

,

)

,2

,

)

2

(,,

)

2 @
A !%
!"!$(

$* 4

+
$

6789:;<=;>? 44&

( 3*
5 4(
&

Agenda Item #7.5:

Page 116 of 137 ends

"
!

#$%&'()*+,-./0)12344&/567849/4:;<=>40&#0=?4'5@A44 B'5@C$D&$<4BB;:/DD?'<&/0/?'&4/5')/0)7=2E44&/56F=<&G40=5(&<$0&/=5@=0$E45& ?G'(4+
H4D/94<'%D4(I344&/56J=&4(
#$%&'()*+,*K,LC=5(&<$0&/=5;D'5#4&
B'5@C$D&$<4BB;:/DD@494D=?'K,L(4&=F0=5(&<$0&/=5?D'5('5@@4&'/D(+ H4D/94<'%D4(IK,LC=5(&<$0&/=5;D'5#4&
#$%&'()*+,MCD/45&344&/56-
B'5@C$D&$<4BB;:/DD<49/4:&G4K,L(4&0=5(&<$0&/=5@=0$E45&(:/&GCD/45&'5@ @4(/65&4'EF=<F44@%'0)'5@@/<40&/=5+
H4D/94<'%D4(I344&/56J=&4(N<4@D/54@K,L?D'5(4&
#$%&'()*+,OP,LC=5(&<$0&/=5;D'5#4&
B'5@C$D&$<4BB;:/DD@494D=?'P,L(4&=F0=5(&<$0&/=5@=0$E45&(/50D$@/56@<'F& (?40/Q0'&/=5(+
H4D/94<'%D4(IP,LC=5(&<$0&/=5;D'5#4&'5@@<'F&(?40/Q0'&/=5( #$%&'()*+,KC=(&1?/5/=5
B'5@C$D&$<4BB;:/DD@494D=?<49/(4@0=(&=?/5/=5(%'(4@=5&G4K,LNP,L'5@-,,L 0=5(&<$0&/=5?D'5(+ H4D/94<'%D4(IC=(&1?/5/=5(
#$%&'()*+,RCD/45&344&/56*
B'5@C$D&$<4BB;:/DD<49/4:&G4P,L(4&0=5(&<$0&/=5@=0$E45&(:/&GCD/45&'5@ @4(/65&4'EF=<F44@%'0)'5@@/<40&/=5+
H4D/94<'%D4(I344&/56J=&4(N<4@D/54@P,L?D'5(4&
#$%&'()*+,S;4<E/&#$%E/&&'D-
B'5@C$D&$<4BB;:/DD@494D=?'-,,L(4&=F0=5(&<$0&/=5@=0$E45&(F=<&G4D'5@(0'?4 0=5(&<$0&/=5+TG/(:/DD/50D$@4D'5@(0'?4D'U=$&?D'5(N(40&/=5('5@@4&'/D(N/<</6'&/=5 Agenda Item #7.5:

Page 117 of 137 ends

!

"#$%&
'&

& (

)

*
(

'

)
!)&
'&

"#$+,
&

& (
(
,
("'

(

' -

./012345546789:60;<=>;4:6?@/0ABA<C4>A0D.4EA/65F/;A<4/G0H4;@/6 I0;4E/;A5JAAK
LMNOPQRSTUVWXYYXZ[\QQXQOPZ]^_*`a
bcZQMdOPZOQeXddfgchXY^PbcZOgP]OcgWXYiPdRjPZYg^QfcZQ^QOcNXYY^gkM^QOXcZQT
l^dXh^gPNd^QmWXYiPdR\[^ZYPjWXYiPdRj\YY^ZYP

"n$#
o

_*`a
& (

p
)

'&
p

q

& (

)

() &
'r s) t

_a
LMNOPQRSTUSbcZQOgM]OXcZ\YvXZXQOgPOXcZwxNQ^ghPOXcZ_*`a bcZQMdOPZOQecMdYg^hX^ePZYPffgchPdcyfgcz^]OQMNvXOOPdQjvc]R{MfQPZYO|^ XZQf^]OXcZcyfdPZOPZYvPO^gXPdQPZYcNQ^gh^O|^bcZQOgM]OXcZfgc]^QQPZYg^hX^e fgc[g^QQeXO|bdX^ZOPZYbcZOgP]OcgPOR^}vXd^QOcZ^QTbcZQMdOPZOQeXddfgchXY^MfYPO^Y YgPeXZ[QjQR^O]|^QcgvPO^gXPdQcgfdPZOQOcg^QfcZYOcXQQM^QO|POPgXQ^YMgXZ[ ]cZQOgM]OXcZTi^PZOX]XfPO^~{QXO^fgc[g^QQv^^OXZ[QO|POecMdY[^Z^gPdd}c]]MgPO O|^ycddceXZ[OXv^QXZO|^]cZQOgM]OXcZfgc]^QQm

VbcZQOgM]OXcZX]RcyyO[^hX^edP}cMOcyQXO^]Xg]MdPOXcZj]cZQOgM]O^Y^d^v^ZOQPZY fPhXZ[vPO^gXPdQ

^hX^ePZYPffgchPdcyggX[POXcZdP}cMOPZYfg^QQMg^O^QO S^hX^ePZYPYzMQOv^ZOcyQXO^[gPYXZ[jfPhXZ[jYgPXZP[^PZYQOcgvePO^g^d^v^ZOQ Agenda Item #7.5:

Page 118 of 137 ends

!

"
#
$
%

&(&

(

) $)

$

)

*+,

$

-%

+(

.
/%*
+

!

"0
'

'

12%*
&$

'

3
4

5567889:;<=>?8
@ABCDEFGHEIIJCKLCMFNFOPOQJNPBERNIMLJSCGTCROUVLRFCVFOPJOSEVCWOJCVCFNEICV EUXOJWNFEOUOUMEFCQJNVCMYVJNEUNQCMGMFCWMYLFEIEFECMYPNFBHNGMYIEQBFEUQNUVOFBCJ CZEMFEUQEWPJOSCWCUFMNUVROUVEFEOUM[
5556\]=^?<_^8;>?8=`=]=<=^8
ABCDIECUFNQJCCMFOFBCXOIIOHEUQa
/+bCMEQUNFCDIECUFcMPJOdCRFWNUNQCJFBJOLQBHBOWNIIVEJCRFEOUFO

HEIITCROWWLUERNFCV[
2+eMMEMFEUPJOdCRFOLFJCNRBNUVROWWLUEFGROWWLUERNFEOUM[fPCREgRNIIGYLMCDEFGOX fOUOWNROWWLUERNFEOURBNUUCIMTGHCTYMORENIWCVENYPJEUFYJNVEOFONVSCJFEMC ROWWLUEFGPNJFEREPNFEOUEUVCMEQUCSCUFMYNUVBOMFOUIEUCWCCFEUQMXOJROWWLUEFG XCCVTNRh[
i[bCSCIOPNPJOPOMCVTLVQCFXOJINUVMRNPCEUMFNIINFEOUROMFMFOBCIPQLEVCFBC INUVMRNPCVCMEQUPJORCMM[
5j6k=:=<l<=>?8l?mnop]98=>?8>?qp>;^>rq^st=p^8
fPCREgRuZRILMEOUMXJOWFBEMfROPCOXvOJha
wNxNJVOLMyNFCJENIMzUSCMFEQNFEOUMNUV{CWCVENFEOU
|COFCRBUERNIzUSCMFEQNFEOUM
DOUMFJLRFEOUyNUNQCWCUF
uUSEJOUWCUFNIzWPNRF{CPOJFM
Agenda Item #7.5:

Page 119 of 137 ends

!""#$%%&'(
)
*+,-.

-/
01 23)

4* 23156

7)
4

)
*
1
4

482

9
82

:
.
;

1 2<

.
= 1
+1>.* *)

*.*

:*
.
?

)
1>.* * .* 8*
*

>

. 1
10

2

*

4821

1> ?0+ 2@A65B
1:9
0
@ACCB

:
0+ 2:>0DC55E
:0/
FF>
Agenda Item #7.5:

Page 120 of 137 ends

!" !" #$ %

"&'"
!()*+,
#,
-&./012(
'./332(
'./412(
'

2
5
'
'
%6
'7
# 7'

'8%

9:;<=
6>1/?7@A,BC*D
E7

2&
7(&')'F6G6.H41 6.H/11 .1.I01
6>1631J
'7

', F6G/I.HK1G16I.GK1H1 6.HI1.LKGH1
6>1HA,

2>F6G6.H41 6.H/1 6.HI1./K13
6>1G01J
'7

M
*>F6G/1./K01164.GKH 16G.GKH61./1K3I
6>13
2

M
*>F6GG.LI1 I.0H1 G.L61.6KG/1
6>1IA,
M
*>F6G6.H41 6.H/1 /./41.4L1
6>1L
'8/
#7>F6G I./KG1/4.6KL01/6.6K/I1.IK10
6>14
'7A,#-F6G 3.031 I.0H11 .1./K4 1
6>//
E7
&
G.LI1 G.I61 6.HI1./KLG1
NO<PQ
RS 3/.0KI 10G./GK3L1GL.4KGI1.H6KL 1
%H!& ,T
'7
(
*7U%TA-&V W

'8%

9:;<=
H>1/!& , 7
)'F6G 4./K361 G.I61 .1.6K/G1
H>16C*
TV!&
AF6G/1./K0116G.HKL61/1./K411.LKG61
H>1H
'7
&
T8*
)'B7>F6G/3.6K431/1./K3 1 I./K141.3KG41H>1G"&72A 7A &'T
'
%!# I./KG1 G.I611 .1./KLI1
NO<PQ
RX H0.LKG/1G6.IK3/1/I.6K4 1./IK41

YZ
O:
P
;
=
[\S]^_`
./K6H4
Q<Pa:<;
P
b^cde f
Agenda Item #7.5:

Page 121 of 137 ends

City of Sonoma
Agenda Item Summary
Meeting: City Council - 07 Aug 2024
Department
Administration
Staff Contact
David Guhin, City Manager
Rebekah Barr, MMC, City Clerk
Agenda Item Title
Public Hearing to Adopt An Ordinance Amending Sonoma Municipal Code Chapter 3.12 Governing the City’s Transactions and Use Tax, Subject to Approval by the Voters, of a OneHalf Cent General Transactions and Use Tax Summary
On July 17, 2024, the City Council considered an item regarding placing a Sales Tax measure on the ballot for the November 5, 2024, General Municipal Election. By unanimous vote, Resolution #53-2024 was adopted calling the election for the measure. As part of that item, an Ordinance amending Sonoma Municipal Code Chapter 3.12 governing the City’s Transactions and Use Tax was introduced. This item is being brought forward to conduct the Public Hearing and adopt the ordinance, which will still be subject to approval by the voters and will not be effective until the results of the election are certified and received by the City Council. The ordinance will add one-half cent to the local general transactions and use tax.

The Staff Report and attachments from the July 17, 2024, Council Meeting can be viewed on the City's CivicWeb Portal at the following link:
https://sonomacity.civicweb.net/document/272005/?splitscreen=true The ordinance requires a 4/5s vote of the City Council to be adopted.

Recommended Council Action
It is recommended that the City Council conduct a public hearing, receive public comment, and then adopt the ordinance amending Sonoma Municipal Code Chapter 3.12 governing the City’s Transactions and Use Tax, subject to approval by the voters, of a one-half cent General Transactions and Use Tax.

Alternative Actions
Council discretion.

Financial Impact
There is no financial impact to this action at this time; if the ordinance is approved by the voters, it could provide $3,000,000 annually.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Approved/Certified
No Action Required
Agenda Item #8.1:

Page 122 of 137 ends

Exempt
Not Applicable
Action Requested
Attachments
2024 TUT Ordinance Final
Agenda Item #8.1:

Page 123 of 137 ends

1 City of Sonoma
ORDINANCE # ________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SONOMA
AMENDING SONOMA MUNICIPAL CODE CHAPTER 3.13,
GOVERNING THE CITY’S TRANSACTIONS AND USE TAX, SUBJECT

TO APPROVAL BY THE VOTERS, OF A ONE-HALF CENT GENERAL

TRANSACTIONS AND USE TAX
The People of the City of Sonoma, State of California, do ordain as follows:

SECTION 1.

Title 3, Chapter 3.13 of the Sonoma Municipal Code, entitled “2012 Transactions and Use Tax,” is amended as stated below. Deletions are indicated by strikethroughs, and additions are indicated by underlines.

Chapter 3.13
2012 2024 Transactions and Use Tax
Sections:

3.13.010 Title.

3.13.020 Operative date.

3.13.030 Purpose.

3.13.040 Contract with state.

3.13.050 Transactions tax rate.

3.13.060 Place of sale.

3.13.070 Use tax rate.

3.13.080 Adoption of provisions of state law.

3.13.090 Limitations on adoption of state law and collection of use taxes.

3.13.100 Permit not required.

3.13.110 Exemptions and exclusions.

3.13.120 Amendments.

3.13.130 Enjoining collection forbidden.

Agenda Item #8.1:

Page 124 of 137 ends

1 3.13.010 Title.

This chapter shall be known as the city of Sonoma transactions and use tax ordinance.

The city of Sonoma hereinafter shall be called “city.” This chapter shall be applicable in the incorporated territory of the city.

3.13.020 Operative date.
“Operative date” means the first day of the first calendar quarter commencing more than 110 days after the adoption of the ordinance codified in this chapter, the date of such adoption being July 2, 2012.

3.13.030 Purpose.

This chapter is adopted to achieve the following, among other purposes, and directs that the provisions hereof be interpreted in order to accomplish those purposes:

A. To impose a retail transactions and use tax in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code and Section 7285.9 of Part 1.7 of Division 2 which authorizes the city to adopt this tax chapter which shall be operative if a majority of the electors voting on the measure vote to approve the imposition of the tax at an election called for that purpose.

B. To adopt a retail transactions and use tax chapter that incorporates provisions identical to those of the sales and use tax law of the state of California insofar as those provisions are not inconsistent with the requirements and limitations contained in Part

1.6 of Division 2 of the Revenue and Taxation Code.

C. To adopt a retail transactions and use tax ordinance that imposes a tax and provides a measure therefor that can be administered and collected by the State Board of Equalization California Department of Tax and Fee Administration in a manner that adapts itself as fully as practicable to, and requires the least possible deviation from, the existing statutory and administrative procedures followed by the State Board of Equalization California Department of Tax and Fee Administration in administering and collecting the California State sales and use taxes.

D. To adopt a retail transactions and use tax chapter that can be administered in a manner that will be, to the greatest degree possible, consistent with the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code, minimize the cost of collecting the transactions and use taxes, and at the same time, minimize the burden of record keeping upon persons subject to taxation under the provisions of this chapter.

3.13.040 Contract with state.

Prior to the operative date, the city shall contract with the State Board of Equalization California Department of Tax and Fee Administration to perform all functions incident to the administration and operation of this transactions and use tax chapter; provided, that if the city shall not have contracted with the State Board of Equalization California Department of Tax and Fee Administration prior to the operative date, it shall Agenda Item #8.1:

Page 125 of 137 ends

1 nevertheless so contract and in such a case the operative date shall be the first day of the first calendar quarter following the execution of such a contract.

3.13.050 Transactions tax rate.

For the privilege of selling tangible personal property at retail, a tax is hereby imposed upon all retailers in the incorporated territory of the city at the rate of one-half of one percent of the gross receipts of any retailer from the sale of all tangible personal property sold at retail in said territory on and after the operative date of this chapter.

3.13.060 Place of sale.

For the purposes of this chapter, all retail sales are consummated at the place of business of the retailer unless the tangible personal property sold is delivered by the retailer or his agent to an out-of-state destination or to a common carrier for delivery to an out-of-state destination. The gross receipts from such sales shall include delivery charges, when such charges are subject to the state sales and use tax, regardless of the place to which delivery is made. In the event a retailer has no permanent place of business in the state or has more than one place of business, the place or places at which the retail sales are consummated shall be determined under rules and regulations to be prescribed and adopted by the State Board of Equalization California Department of Tax and Fee Administration.

3.13.070 Use tax rate.

An excise tax is hereby imposed on the storage, use or other consumption in the city of tangible personal property purchased from any retailer on and after the operative date of this chapter for storage, use or other consumption in said territory at the rate of onehalf of one percent of the sales price of the property. The sales price shall include delivery charges when such charges are subject to state sales or use tax regardless of the place to which delivery is made.

3.13.080 Adoption of provisions of state law.

Except as otherwise provided in this chapter and except insofar as they are inconsistent with the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code, all of the provisions of Part 1 (commencing with Section 6001) of Division 2 of the Revenue and Taxation Code are hereby adopted and made a part of this chapter as though fully set forth herein.

3.13.090 Limitations on adoption of state law and collection of use taxes.

In adopting the provisions of Part 1 of Division 2 of the Revenue and Taxation Code:

A. Wherever the state of California is named or referred to as the taxing agency, the name of this city shall be substituted therefor. However, the substitution shall not be made when:

Agenda Item #8.1:

Page 126 of 137 ends

1 1. The word “State” is used as a part of the title of the State Controller, State Treasurer, State Board of Control, State Board of Equalization, State Treasury, or the Constitution of the State of California;

2. The result of that substitution would require action to be taken by or against this city or any agency, officer, or employee thereof rather than by or against the State Board of Equalization California Department of Tax and Fee Administration, in performing the functions incident to the administration or operation of this chapter.

3. In those sections, including but not necessarily limited to sections referring to the exterior boundaries of the state of California, where the result of the substitution would be to:
a. Provide an exemption from this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not otherwise be exempt from this tax while such sales, storage, use or other consumption remain subject to tax by the state under the provisions of Part 1 of Division 2 of the Revenue and Taxation Code; or
b. Impose this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not be subject to tax by the state under the said provision of that code.

4. In Sections 6701, 6702 (except in the last sentence thereof), 6711, 6715, 6737, 6797 or 6828 of the Revenue and Taxation Code.

B. 1. The word “city” shall be substituted for the word “state” in the phrase “retailer engaged in business in this state” in Section 6203 and in the definition of that phrase in Section 6203.

2. “A retailer engaged in business in the District” shall also include any retailer that, in the preceding calendar year or the current calendar year, has total combines sales of tangible personal property in this state or for delivery in the state by the retailer and all persons related to the retailer that exceeds five hundred thousand dollars ($500,000). For purposes of this section, a person is related to another person if both persons are related to each other pursuant to Section 267(b) of Title 26 of the United States Code and the regulations thereunder.

3.13.100 Permit not required.

If a seller’s permit has been issued to a retailer under Section 6067 of the Revenue and Taxation Code, an additional transactor’s permit shall not be required by this chapter.

3.13.110 Exemptions and exclusions.

A. There shall be excluded from the measure of the transactions tax and the use tax the amount of any sales tax or use tax imposed by the state of California or by any city, city and county, or county pursuant to the Bradley-Burns Uniform Local Sales and Use Tax Law or the amount of any state-administered transactions or use tax.

Agenda Item #8.1:

Page 127 of 137 ends

1 B. There are exempted from the computation of the amount of transactions tax the gross receipts from:

1. Sales of tangible personal property, other than fuel or petroleum products, to operators of aircraft to be used or consumed principally outside the county in which the sale is made and directly and exclusively in the use of such aircraft as common carriers of persons or property under the authority of the laws of this state, the United States, or any foreign government.

2. Sales of property to be used outside the city which is shipped to a point outside the city, pursuant to the contract of sale, by delivery to such point by the retailer or his agent, or by delivery by the retailer to a carrier for shipment to a consignee at such point. For the purposes of this subsection, delivery to a point outside the city shall be satisfied:
a. With respect to vehicles (other than commercial vehicles) subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, and undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code by registration to an out-ofcity address and by a declaration under penalty of perjury, signed by the buyer, stating that such address is, in fact, his or her principal place of residence; and b. With respect to commercial vehicles, by registration to a place of business outof-city and declaration under penalty of perjury, signed by the buyer, that the vehicle will be operated from that address.

3. The sale of tangible personal property if the seller is obligated to furnish the property for a fixed price pursuant to a contract entered into prior to the operative date of this chapter.

4. A lease of tangible personal property which is a continuing sale of such property, for any period of time for which the lessor is obligated to lease the property for an amount fixed by the lease prior to the operative date of this chapter.

5. For the purposes of subsections (B)(3) and (4) of this section, the sale or lease of tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised.

C. There are exempted from the use tax imposed by this chapter the storage, use or other consumption in this city of tangible personal property:

1. The gross receipts from the sale of which have been subject to a transactions tax under any state-administered transactions and use tax ordinance.

2. Other than fuel or petroleum products purchased by operators of aircraft and used or consumed by such operators directly and exclusively in the use of such aircraft as Agenda Item #8.1:

Page 128 of 137 ends

1 common carriers of persons or property for hire or compensation under a certificate of public convenience and necessity issued pursuant to the laws of this state, the United States, or any foreign government. This exemption is in addition to the exemptions provided in Sections 6366 and 6366.1 of the Revenue and Taxation Code of the State of California.

3. If the purchaser is obligated to purchase the property for a fixed price pursuant to a contract entered into prior to the operative date of this chapter.

4. If the possession of, or the exercise of any right or power over, the tangible personal property arises under a lease which is a continuing purchase of such property for any period of time for which the lessee is obligated to lease the property for an amount fixed by a lease prior to the operative date of this chapter.

5. For the purposes of subsections (C)(3) and (4) of this section, storage, use, or other consumption, or possession of, or exercise of any right or power over, tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised.

6. Except as provided in subsection (C)(7) of this section, a retailer engaged in business in the city shall not be required to collect use tax from the purchaser of tangible personal property, unless the retailer ships or delivers the property into the city or participates within the city in making the sale of the property, including, but not limited to, soliciting or receiving the order, either directly or indirectly, at a place of business of the retailer in the city or through any representative, agent, canvasser, solicitor, subsidiary, or person in the city under the authority of the retailer.

7. ”A retailer engaged in business in the city” shall also include any retailer of any of the following: vehicles subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, or undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code. That retailer shall be required to collect use tax from any purchaser who registers or licenses the vehicle, vessel, or aircraft at an address in the city.

D. Any person subject to use tax under this ordinance may credit against that tax any transactions tax or reimbursement for transactions tax paid to a district imposing, or retailer liable for, a transactions tax pursuant to Part 1.6 of Division 2 of the Revenue and Taxation Code with respect to the sale to the person of the property the storage, use or other consumption of which is subject to the use tax.

3.13.120 Amendments.

All amendments subsequent to the effective date of the ordinance codified in this chapter to Part 1 of Division 2 of the Revenue and Taxation Code relating to sales and use taxes and which are not inconsistent with Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, and all amendments to Part 1.6 and Part 1.7 of Division 2 Agenda Item #8.1:

Page 129 of 137 ends

1 of the Revenue and Taxation Code, shall automatically become a part of this chapter; provided however, that no such amendment shall operate so as to affect the rate of tax imposed by this chapter.

3.13.130 Enjoining collection forbidden.

No injunction or writ of mandate or other legal or equitable process shall issue in any suit, action or proceeding in any court against the state or the city, or against any officer of the state or the city, to prevent or enjoin the collection under this chapter, or Part 1.6 of Division 2 of the Revenue and Taxation Code, of any tax or any amount of tax required to be collected.

SECTION 2.

If this Ordinance would otherwise cause the transactions and use tax in Chapter 3.13 of the Sonoma Municipal Code to exceed the limit provided in Revenue & Taxation Code § 7251.1, the City hereby invokes its authority under Revenue & Taxation Code § 7292.8 to impose a transactions and use tax exceeding that limit.

SECTION 3.

The adoption of this Ordinance is exempt from the California Environmental Quality Act (CEQA), Public Resources Code section 21000 et seq. and California Code of Regulations, title 14, section 15000 et seq. (CEQA Guidelines). The general transactions and use tax this Ordinance adopts does not “involve any commitment to any specific project which may result in a potentially significant physical impact on the environment,” and thus it is not a project under CEQA Guidelines section 15378(b)(4).

SECTION 4.

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 5.

If at least a majority (50% plus 1) of City voters case votes in favor of this Ordinance in the election held on November 5, 2024, this Ordinance shall be considered adopted and may be executed below on the date that the vote is declared by the City Council.

Agenda Item #8.1:

Page 130 of 137 ends

1 SECTION 6.

As soon as practicable after this Ordinance is adopted pursuant to Section 13, the City Clerk shall certify to the passage and adoption of this Ordinance, cause it to be published according to law, transmit it to the California Department of Tax and Fee Administration.

SECTION 7.

This Ordinance and Chapter 3.13 of the Sonoma Municipal Code may be amended or repealed by the City Council or the voters. However, as required by Article XIII C of the California Constitution, no amendment to this Ordinance or to Chapter 3.13 of the Sonoma Municipal Code may increase any tax rate above those hereby authorized unless such amendment is submitted to and approved by the voters.

SECTION 8.

The taxes imposed by this Ordinance are general taxes, the proceeds of which may be used for any lawful purpose of the City. They are not special taxes within the meaning of Article XIII C, § 1(d) of the California Constitution.

APPROVED:
________________________
John Gurney, Mayor
ATTEST:
________________________
Rebekah Barr, MMC, 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:
________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #8.1:

Page 131 of 137 ends

1 Agenda Item #8.1:

Page 132 of 137 ends

City of Sonoma
Agenda Item Summary
Meeting: City Council - 07 Aug 2024
Department
Administration
Staff Contact
Rebekah Barr, MMC, City Clerk
Agenda Item Title
Clarification of Appointee Residency Requirements and Appointments to Various Group B Regional/Valley Committees & Commissions
Summary
The City makes appointments to regional and valley committees and commissions in addition to its own commissions. These are referred to Group B commissions in the City Council Appointment Policy and are appointed by a majority vote of the Council.

The Group B commissions are as follows, those in bold currently have vacancies.  Sonoma Valley Community Advisory Commission (SVCAC) - One representative / one alternate
 Sonoma Community Housing Corporation Board (SHC) - One representative  Sonoma County Library Commission (SCLC) - One representative  Marin/Sonoma Mosquito and Vector Control District Board (MSMVCD)  County-Wide Bicycle and Pedestrian Advisory Commission (CBPAC)  Sonoma County Sustainable Groundwater Management Advisory Committee (SGMAC) - One representative

RESIDENCY REQUIREMENT
During the recent changes to the Group A appointments the City Council removed any reference to a requirement that an appointee be a qualified elector of the city. Staff is requesting that the City Council consider modeling this with the Group B commissions.

Currently, there are at least two that require the appointee to be a qualified elector - Marin/Sonoma Mosquito and Vector Control District and Sonoma County Sustainable Groundwater Management Advisory Committee. For the MSMVCD it is a requirement by the board bylaws so is not changeable; the SGMAC is a requirement that the City Council adopted in September 2017 by motion so can be changed by the City Council.

To be consistent across all commissions and committees, City Staff recommends that the City Council confirm Group B Regional/Valley Committees and Commissions, unless set by the agency bylaws, have the residency requirement that the appointee is a resident within the City or the boundaries set by the regional/valley commission.

APPOINTMENTS
SONOMA VALLEY COMMUNITY ADVISORY COMMISSION - One representative & One alternate
Agenda Item #9.1:

Page 133 of 137 ends

The Sonoma Valley Community Advisory Commission (formerly known as the Sonoma Valley Citizens Advisory Commission) was created through a Joint Powers Agreement between the County of Sonoma and the City of Sonoma. Its purpose is to provide a public forum to deliberate planning decisions impacting both the City of Sonoma and the unincorporated areas of the Sonoma Valley.

It provides a regular forum for community participation in the formation of public policy, to consider issues concerning the Sonoma Valley, evaluate solutions of these issues, advise elected officials and other decision makers, and form a bridge for communication between the various governmental agencies and the general public
The City appoints three Commissioners and one Alternate. Non-voting Members including one Emeritus member (optional), one Ex-Officio and one Ex-Officio Alternate.

The Joint Agreement between the City and County is silent regarding member residency requirements other than the City's appointees must reside in District 1 or District 2 as indicated on the Commission Boundary Map.

SONOMA COMMUNITY HOUSING CORPORATION BOARD - One representative The Sonoma Community Housing Corporation was established for the purpose of developing and administering affordable housing in the
City of Sonoma.

The City Council appoints one at-large member and the City Manager appoints one member.

The by-laws are silent on residency requirements.

SONOMA COUNTY LIBRARY COMMISSION - One representative
The Commission provides structure and direction for the operational, administrative, and fiscal oversight of the Sonoma County Library.

The City Council appoints one member and the by-laws require that the appointee be a resident in Sonoma County.

SONOMA COUNTY SUSTAINABLE GROUNDWATER MANAGEMENT ADVISORY COMMITTEE - One representative
Advisory committee to the Sonoma Valley Groundwater Sustainability Agency Board of Directors. It serves as a consultative body, providing input and recommendations on groundwater sustainability planning, implementation, and policy development within the Sonoma Valley basin.

The City Council appoints one member and the by-laws state that the appointee must reside in the Sonoma Valley Basin. However, when the the selection process for the appointee in was considered in September 2017, the City Council added the requirement that the appointee be a qualified elector of the City.

Staff has been advertising and recruiting for these vacancies for several weeks, and we Agenda Item #9.1:

Page 134 of 137 ends

received one application for the SVCAC.

The following application was received; there are no qualified applications on file:

This is appointed by a motion and majority vote of the City Council.

In regards to the other vacancies, if the City Council changes the residency requirements, staff will reach out to any of those who have applied that did not qualify previously as well as advertise again with the new requirements. Any applications received will then be brought back to the first meeting in September.

Recommended Council Action

2. Make one appointment by majority vote of the City Council to the Sonoma Valley Community Advisory Commission.

Alternative Actions
Council discretion.

Financial Impact
There is no financial impact resulting from this action.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Commission Application - Isaac Jenkins - SVCAC
Alignment with Council Goals:

Not Applicable
Agenda Item #9.1:

Page 135 of 137 ends

THIS DOCUMENT AND ALL ATTACHMENTS ARE AVAILABLE FOR PUBLIC INSPECTION City of Sonoma

COMMISSION APPLICATION
Received Date: July 15, 2024
Application Type: Sonoma Valley Community Advisory
Other Interest: Yes, I would be willing to serve in other committees.

CA-24-19
NAME: Isaac Jenkins
ADDRESS:

PHONE:

EMAIL ADDRESS: [email protected]

ARE YOU APPLYING FOR A
YOUTH POSITION?
No
EDUCATIONAL BACKGROUND: Sonoma Valley High School(2005) OTHER RELEVANT EXPERIENCE: Attended Santa Rosa Junior college viticulture program, Attended CSU Fresno W class short of B.S Enology
COMMUNITY INVOLVEMENT: Sonoma Valley Groundwater Sustainability Agency Board Member, Sonoma Resource Conservation District Board Member
GENERAL QUESTIONS:

Have you ever attended a meeting of the Commission to which you are applying? If so, how many? Yes, I have attended citizen advisory meetings from teens to current. Totaling around 16.

What is your understanding of the role and responsibility of this Commission? To review and vote on approval for local projects from residential, agriculture, commercial and or industrial.

What would be your goal(s) as a Commissioner?
To represent the City of Sonoma from an organic farmer and small business owner of Sonoma Valley.

What do you feel you could contribute to see these goals realized? Experience and understanding obstacles of small business, construction and agriculture in the current environment. While always having an underlining focus of conserving and replenishing natural resources, environmental awareness and the city of Sonoma’s Econimic health.

Is there anything else you would like us to consider when reviewing your application? I am a 4th generation grape grower and Wine maker from Sonoma Valley. I am a proud father and small business owner.

Sonoma Valley is our home, making longevity and sustainability of all aspects of Sonoma Valley most important to me. I am excited and energetic to help my community. This will be the beginning of my continually involvement for decades to come.

Agenda Item #9.1:

Page 136 of 137 ends

THIS DOCUMENT AND ALL ATTACHMENTS ARE AVAILABLE FOR PUBLIC INSPECTION I certify that all of the information contained in my responses to the questions on this application is true and accurate to the best of my knowledge. I further agree that, by checking the box below and submitting this application, online or otherwise, I am affixing my digital signature to this form as of the date submitted. I also agree that if appointed, I will serve on the Commission/Committee for which I have submitted this application.
☒ I AGREE
Isaac Allen Jenkins July 15, 2024
Agenda Item #9.1:

Page 137 of 137 ends

Sonoma City CouncilAugust 7, 2024

Sonoma City Council
August 7, 2024