Sonoma City Council
July 16, 2025

City Council:

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

REGULAR MEETING AGENDA

OF THE SONOMA CITY COUNCIL
City Council Chambers, 177 First Street West
Wednesday, July 16, 2025
https://us06web.zoom.us/j/84876986131
6:00 PM Regular Meeting

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

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

Members of the public who wish to address the Council by providing public comments during the meeting may do so in-person in the Council Chambers at 177 First Street West, where the meeting is being publicly held. As an alternative, members of the public may also provide written public comment submitted via the City’s online Public Comment form at https://sonomacity.civicweb.net/Portal/CitizenEngagement.aspx or by email to:
[email protected]
PROCESS FOR COMMENTS FROM THE PUBLIC: There will be two opportunities for members of the public to address items not appearing on the agenda. The early public comment period, Agenda Item 1, will be limited to ten speakers. Each speaker will be allowed up to two minutes. Speakers who do not have an opportunity to speak during the first public comment section will be allowed to make their comments during the later public comment period, Agenda Item 10, provided there were more than 10 people in the first public comment section.

When the Mayor announces these agenda items, please form a line to speak.

In the event a Council Member participates remotely for just cause or an emergency circumstance under Assembly Bill 2449, the City will allow for public comment through the Zoom link.

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

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

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

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

Page

REGULAR MEETING

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

REPORT ON CLOSED SESSION

APPROVAL OF THE AGENDA

1. 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 the first public comment section will be allowed to make their comments during the later public comment period, Agenda Item 10, provided there were more than 10 people in the first public comment section. When the Mayor announces these agenda items, 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.

2. MEETING DEDICATIONS

3. COUNCILMEMBERS’ REPORTS AND COMMENTS
Committee Reports - Council Members are appointed to various boards and committees - local, county-wide and regional. Any updates from a council member will be shared at this time.

A list of all appointments is available on our City Website for easy reference.

Council Members may also make appointments to city commissions at this time.

4. CITY MANAGER COMMENTS AND ANNOUNCEMENTS

5. CITY ATTORNEY COMMENTS

6. PRESENTATIONS

6.1: Recognition of Enclos Sonoma in Honor of its Prestigious Award of two Michelin stars, a Rare and Significant Achievement Reflecting Culinary Excellence and Bringing Distinction to the City of Sonoma

6.2: Presentation by Marin Municipal Water District (MMWD) Staff on the Proposed Sonoma County Water Agency/MMWD Water Supply Agreement (WSA) and Provide Direction to the City's Water Advisory Committee (WAC) Representative (Vice Mayor Wellander) on How to Vote for the WSA at the Upcoming August 4th WAC Meeting (Michael Berger, Public Works Director) RECOMMENDATION: Receive presentation and provide direction to the City's WAC Representative.

Agenda Report - Marin Municipal Water District Presentation and Direction to WAC Representative - Pdf
6 - 45

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 Amending the FY25-26 Budget and Allocate $25,454 Within Fund 731 Senior Housing (Jennifer Gates, AICP, Community Development Director)
RECOMMENDATION: Adopt the resolution.

Agenda Report - Fund 731 FY26 Budget Amendment - Pdf
46 - 84

7.3: Adopt a Resolution Authorizing the City Manager to Execute Agreements with Sonoma Ecology Center, Olaunu, Inc, and Two Lynchpin Road and Amendments with R3, Inc. and Sonoma Community Center for Services Rendered Throughout the 25-26 Fiscal Year (Rebekah Barr, MMC, City Clerk & Ashley Cotter, PW Admin & Project Manager)
RECOMMENDATION: Adopt the resolution.

Agenda Report - Miscellaneous FY 25-26 Agreements - Pdf 85 - 214

7.4: Adopt a Resolution to Approve the Allocation of $5,000 in Discretionary Community Funding to Secure Families Collaborative (David Guhin, City Manager)
RECOMMENDATION: Adopt the resolution.

Agenda Report - Secure Families Collaborative Discretionary Funding Allocation - Pdf
215 - 218

8. PUBLIC HEARING

8.1: An Ordinance Repealing and Replacing Chapter 7.40, Permits for Motion Picture and Television Production and adding Chapter 7.42, Unmanned Aircraft Systems, of the Sonoma Municipal Code and Finding the Ordinance Exempt from the California Environmental Act (CEQA) Pursuant to Section 15061(b)(3) - General Rule - of the CEQA Guidelines (Jennifer Gates, AICP, Community Development Director)
RECOMMENDATION:

1. Introduce an Ordinance of the City Council of the City of Sonoma repealing and replacing Chapter 7.40, Permits for Motion Picture and Television Production, and adding Chapter 7.42, Unmanned Aircraft Systems, of the Sonoma Municipal Code and finding the Ordinance exempt from the California Environmental Act (CEQA) Pursuant to Section 15061(b)(3) - General Rule - of the CEQA Guidelines.

2. Review proposed draft film policy and procedures.

Agenda Report - Drone Ordinance - Pdf
219 - 230

8.2: Ordinances Amending Sonoma Municipal Code to Clarify the Responsibilities of the Review Authorities and Modify Regulations Pertaining to Design Review to Further Streamline City Entitlement Process, and Finding the Ordinances are Exempt from the California Environmental Act (CEQA) Pursuant to Section 15061(b)(3) - General Rule - of the CEQA Guidelines (Jennifer Gates, AICP, Community Development Director)

RECOMMENDATION

1. Introduce an Ordinance of the City Council of the City of Sonoma amending provisions of Title 19 of the Sonoma Municipal Code to clarify the responsibilities of the review authorities and modify regulations pertaining to design review to further streamline city entitlement process; and
231 - 264

2. Introduce an Ordinance of the City Council of the City of Sonoma amending provisions of Chapters 2.60, 12.04, 12.08, 12.12 and 14.24 of the Sonoma Municipal Code to clarify the responsibilities of the review authorities and modify regulations pertaining to design review to further streamline city entitlement process.

Agenda Report - Intro Ordinance Design Review - Pdf

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

9.1: A Resolution to Approve the 9/11 Memorial Public Art Installation at Sonoma Valley Fire District Station 1 (Sarah Tracy, PIO/Senior Management Analyst) RECOMMENDATION:

Adopt a resolution to approve the installation of the 9/11 Memorial proposed by Sonoma Valley Fire District at Fire Station 1, subject to the following conditions:
 All required building and encroachment permits must be obtained prior to installation.
 Foundation and anchoring details must be reviewed and approved by the Building Department.
 Any electrical work must comply with applicable code requirements.  Lighting must be installed with timers or photocells per the direction of the Community Development Director.
 SVFD must assume responsibility for all ongoing maintenance of the installation.

Agenda Report - SVFD 9/11 Memorial Public Art Installation Approval - Pdf 265 - 294

9.2: Resolution Approving the First Amendment to the Agreement for Law Enforcement Services between the County of Sonoma and the City of Sonoma, and Authorizing the City Manager to Execute the Amendment (David Guhin, City Manager & Brandon Cutting, Chief of Police) RECOMMENDATION: Adopt a resolution approving the First Amendment to the Agreement for Law Enforcement Services between the County of Sonoma and the City of Sonoma, and authorizing the City Manager to execute the amendment.

Agenda Report - Law Enforcement Agreement - First Amendment - Pdf 295 - 301

9.3: A Resolution Authorizing the City Manager to Execute an Agreement with Burbank Housing for an Affordable Housing Grant and Associated Budget Transfer of $250,000 from the Affordable Housing Trust Fund for the Purchase of 18 Units in the City of Sonoma for the Preservation of Existing Affordable Housing (Jennifer Gates, AICP, Community Development Director) RECOMMENDATION: If City Council directs staff to move forward with affordable housing grant request, staff recommends City Council adopt the attached resolution to authorize City Manager, in consultation with the City Attorney, to provide a letter of funding commitment and develop the necessary grant agreement document providing up to $250,000 to Burbank Housing for the purchase of 18 existing affordable units, subject to successful award of required financing for the purchase of the units on or before December 31, 2025 and amend the FY 25-26 Budget to appropriate $250,000 from the Affordable Housing Trust Fund to the Affordable Housing Grant.

Agenda Report - Burbank Affordable Housing Grant - Pdf
302 - 310

9.4: Priority Projects for Sonoma County Transportation and Climate Authorities (SCTCA) Funding Program Cycle 2 Call for Projects (Michael Berger, Public Works Director)
RECOMMENDATION: Provide direction to staff regarding the selection of five (5) priority transportation projects to submit to the Sonoma County Transportation and Climate Authorities (SCTCA) Funding Program Cycle 2.

Agenda Report - SCTCA Grant Application - Priority Projects - Pdf 311 - 373

10. SECOND PUBLIC COMMENT (ONLY REQUIRED IF EARLIER PUBLIC SPEAKERS

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

Under State Law, unless otherwise permitted under the Ralph M. Brown Act, the merits of the matters presented under this item cannot be discussed or acted upon by the City Council at this time. For items appearing on the agenda, the public will be invited to make comments at the time the item comes up for Council consideration. Please begin by stating your name.

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

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

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

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

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

City of Sonoma
Agenda Item Summary
Meeting: City Council - 16 Jul 2025
Department
Public Works
Staff Contact
Michael Berger, Public Works Director
Agenda Item Title
Presentation by Marin Municipal Water District (MMWD) Staff on the Proposed Sonoma County Water Agency/MMWD Water Supply Agreement (WSA) and Provide Direction to the City's Water Advisory Committee (WAC) Representative (Vice Mayor Wellander) on How to Vote for the WSA at the Upcoming August 4th WAC Meeting
Summary
The City of Sonoma purchases most of its water from Sonoma County Water Agency (SCWA) under a restructured agreement between Sonoma County Water Agency and the following agencies (referred to as water contractors within the agreement): Cities of Cotati, Petaluma, Rohnert Park, Santa Rosa, Sonoma, Town of Windsor, Forestville Water District, North Marin Water District, and Valley of the Moon Water District. This agreement was executed in 2006, with the purpose of providing a water supply for each of the water contractors. This agreement also created the Water Advisory Committee (WAC). This is an advisory committee to the SCWA Board of Directors and is comprised of elected officials from each of the eight prime contractors that purchase water from SCWA. Marin Municipal Water District is not included in the 2006 restructure agreement. They have a separate water supply agreement (the 2015 Renewal Agreement) with SCWA - the term of this agreement expired June 30, 2025.

Considering the 2015 Renewal Agreement expiration, SCWA and MMWD have prepared a draft amended and restated water supply agreement (Draft Agreement) for approval by their respective governing bodies. The WAC will be considering the recommendation of approval of the Draft Agreement to the SCWA Board at the August 4, 2025, WAC meeting.

The Draft Agreement is substantially the same as the 2015 Renewal Agreement, with the exception of the following provisions summarized below:

1. A revision to the seasonal caps on deliveries to MMWD. This includes eliminating the seasonal acre-foot limitations and revising the caps on gallons per day deliveries to MMWD that are consistent with the 2006 Restructured Agreement. MMWD's maximum delivery of 14,300-acre feet per year (AFY) and the 5,300 AFY minimum "take-or-pay" amounts remain unchanged.

2. The elimination of the "ramp-up/ramp-down" provision that currently limits MMWD's purchases based on a prior year water purchase amounts.

3. The addition of a "roll-over provision" to address SCWA's potential inability to deliver the 5,300 AFY of minimum take-or-pay water in any given year, which would allow MMWD to pay for remaining undelivered balance and take that balance in the following fiscal year, subject to availability.

4. A new lump sum capital payment by MMWD to SCWA totaling an amount of $12,500,000. Of the $12,500,000, $9,000,000 is to be used by SCWA for regional water resiliency projects, and the remaining $3,500,000 is for SCWA to improve its capacity and ability to deliver winter water.

Agenda Item #6.2:

5. The elimination of provisions regarding a new segment of aqueduct parallel to the Petaluma Aqueduct, instead including mention of MMWD's consideration of a proposed new aqueduct from the North Marin Aqueduct to MMWD's Nicasio and/or Soulajule Reservoirs.

6. The term of the Draft Agreement is proposed to be fifteen (15) years, as opposed to the ten (10) year term of the 2015 Renewal Agreement.

7. A provision that includes SCWA's statement of support for MMWD's participation in discussions regarding the extension or renewal of the 2006 Restructured Agreement, which will expire simultaneously with the proposed 15-year term of the Draft Agreement.

In preparation of the Draft Agreement, MMWD staff and legal counsel were very forthcoming about the proposed revisions and asked the Technical Advisory Committee (TAC), an advisory committee to the WAC leadership, to review and earlier version. The TAC leadership proposed a few changes, mainly clarifying language, which were all accepted. Following review by the remaining members of the TA, that body voted to recommend approval of the Draft Agreement to the WAC.

Recommended Council Action
Provide direction to the City's WAC Representative (Vice Mayor Wellander) on how to vote when the Proposed Sonoma County Water Agency/MMWD Water Supply Agreement is brought before the WAC for approval, which is anticipated to occur at the August 4th WAC Meeting.

Alternative Actions
Council discretion.

Financial Impact
Not applicable.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
X Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Sonoma-Marin Agreement PPT
Marin Water Memo Summarizing Changes in Draft Supply Agreement MMWD SCWA Draft Agreement
Agenda Item #6.2:

7/11/2025
1 Sonoma-Marin Water
Supply Agreement
Update

CITY OF SONOMA COUNCIL

MEETING
July 16, 2025
Overview
 Background
 Water Supply Agreement
 History
 Key Terms
 Water Supply Resiliency
 Agreement Process & Schedule
2 1
2 Agenda Item #6.2:

7/11/2025
2 Background - Marin Water Overview
 147-square-mile service area including 22,000 Acres
of watershed lands, covering central and southern
Marin ~190,000+ people served, very little growth
o San Rafael, Mill Valley, Fairfax, San Anselmo, Ross,
Larkspur, Corte Madera, Tiburon, Belvedere,
Sausalito, unincorporated Marin County
 7 local reservoirs provide ~75% of water supply with
~25% provided by water from Russian River
 Potable demand ~23,000 AFY
Background - Two Agreements Cover Water
Supply From Sonoma
 Marin Water agreement with Sonoma
Water for water supply which is
comprised of the Off-Peak and Sale of
Water Agreement
 Agreement expires June 30, 2025 –
(Extension to Dec 2025 executed early
June)
 Opportunity to clean up terms
4 3
4 Agenda Item #6.2:

7/11/2025
3 Water Supply Agreement Between the Sonoma County Water Agency and Marin Municipal Water District
• Initial agreement initially signed in July 1975
• Combined - amended/extended agreements several
times (Renewed in 2015, expires June 2025)
Exhibit A - Off-peak Water Supply
Establishes 4,300 AFY as minimum take or pay and
provides flowrates schedule
Exhibit B - Second Agreement for Water Supply
Establishes additional volume of 10,000 AF, max
flowrates for delivery and purchase limits based on prior year usage, adds 1,000 AF to take or pay minimum from
the Offpeak, for total take or pay of 5,300 AFY
5 Lump Sum Payments by Marin
 Lump-sum payments by Marin Water made for 14,300 AFY of “Firm Water” from the 75,000 AFY net yield of the Warm Springs Dam Project:
 May 3, 1984 — $168,347.89 for 4,300 AFY
 July 31, 1996 — paid $2,867,344 for 5,000 AFY
 July 1, 2005 — paid $6,326,257 for second 5,000 AFY
 Additionally, Marin Water pays an 11% premium over the highest cost of water (not including the Windsor 20% surcharge) as well as Russian River Project and Conservation charges.
6 5
6 Agenda Item #6.2:

7/11/2025
4 Key Terms – Existing v. Restated Agreement
Existing Agreement
 Term – 10 years
 Total Volume of water – 14,300 AFY
 Take or Pay – 5,300 AFY
 Maximum delivery limit = based on prior year
purchase plus 1,000 AF, not to exceed 14,300 AFY
 Cost of Water –
 11% premium over highest rate on SR or Petaluma
Aqueduct (excluding Windsor surcharge)
 Russian River Conservation Charge
 Russian River Projects Charge
 Firm Water payment – based on the amount of the
14,300 AFY that is unused
Restated Agreement
 Term – 15 years
 Lump Sum payment $12.5M to support water
supply resiliency projects
 Total Volume of water – (no change) 14,300 AFY
 Take or Pay – (no change) 5,300 AFY
 Maximum delivery limit = based on availability of
water and transmission capacity, not to exceed
14,300 AFY (Supports Winter Water Project)
 Cost of Water – (no change)
 11% premium over highest rate on SR or Petaluma
Aqueduct (excluding Windsor surcharge)
 Russian River Conservation Charge
 Russian River Projects Charge
7 Water Supply Resiliency: Reservoir Storage Level During 2020/2021 Drought
8 70,000 AF (10%)
65,000 AF (20%)
55,000 AF (30%)
45,000 AF (40%)
35,000 AF (50%)
25,000 AF (> 50%)
-
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct
Total Reservoir Storage (Acre-Feet)
WSCP Triggers Historical Storage Maximum
2019 2020 2021
85,000
Max Capacity ~ 83,000 AF
25,712 AF
7 8
Agenda Item #6.2:

7/11/2025
5 Water Supply Resiliency
 Water efficiency
 Strategic Water Supply Assessment
 Water Supply Roadmap
 Development and evaluation of
Water Supply Alternatives
9 Due to District’s Water Efficiency efforts,
supported by the community, customers
achieved a water savings of 4,000 AFY leading
to a supply goal reduction of 2,000 AFY
Roadmap Alternatives Developed Alternatives shortlist
New Supply
Development
(Desal, Recycled
Water, DPR/IPR)
Recap of Alternatives Process
10 Sonoma-Marin
Partnerships
Local Storage
Enlargement
13 Winter Water
Conveyance
Alternatives
Peta 3
11 Local Storage
Enlargement
Alternatives
9 New Supply
Alternatives
Soulajule
Kent
10-MGD
Desalination
Feb 2023 June 2024 Jan 2025
3 Winter Water
Conveyance
Alternatives
3 Local Storage
Enlargement
Alternatives
9 New Supply
Alternatives
Final Alternatives
9 10
Agenda Item #6.2:

7/11/2025
6 Conveyance of Winter Water
 New 36” pipeline (13 miles) and pump station
would be built to convey water from the North
Marin Aqueduct to Nicasio
 Dry-year yield would initially be ~3.8 TAF, with
potential future phase to increase yield
 The concept of operations is based on capturing
winter atmospheric river runoff and storing it in a
reservoir
11 Winter Water defined here as water
above minimum in-stream flow
requirements in the Russian River that
occur as a result of precipitation events
during the period October to May.

Project Benefits
 Marin Water Reservoirs have capacity to store supplemental water in a drought  More water brought into the system
 Opportunity for others to bank water
12 11
12 Agenda Item #6.2:

7/11/2025
7 Winter Water Availability
13 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Oct 4145 5480 1406 2055 2069 6669 3714 2385 5682 823 4972 35940 13878 3434 66 54 306 17643 3493 482 3353 0 99204 Nov 21443 10141 83207 10173 12204 13670 13398 11928 6634 9440 6295 47775 16876 55658 2169 1251 2223 68783 17841 6490 6775 1813 44995 Dec 28840 14712 411202 690795 371264 218041 575519 91604 29444 19860 19040 354276 12531 607429 3731 410161 75596 259726 15474 39406 93210 5758 197531 Jan 138918 66225 455905 451742 266297 307606 867218 29433 259933 14499 494560 169877 12658 129212 167 34213 357824 1167809 87849 321740 85682 24184 100600 Feb 610498 249777 94580 110668 719425 131665 245168 294038 208731 241220 225289 215222 23048 31717 115360 194083 77718 1044839 20712 875826 33455 29458 14615 Mar 290714 177485 83056 150225 158273 329246 736414 98709 63639 156270 205222 760289 213536 31815 110580 24765 563339 274777 149695 629706 17121 21063 3622 Apr 56612 15483 32245 213005 33386 146528 665084 25465 16844 17360 265228 149291 150221 25666 73706 15350 54455 189269 125383 156007 13794 1482 10792 May 24799 5735 16110 164300 14008 156831 65816 8514 7807 28706 66103 36455 18985 4050 2514 4246 17447 40220 17592 85684 3961 0 1459 Grand Total 545,038 1,175,969 1,177,711 1,792,962 1,576,926 1,310,257 3,172,330 562,075 598,715 488,179 1,286,710 1,769,124 461,733 888,980 308,293 684,124 1,148,907 3,063,066 438,041 2,115,341 257,349 83,756 472,819 Minimum Total Flow = 83,756 AF
Maximum Total Flow = 3,172,330 AF
Average Total Flow = 1,103,409 AF
*Table summarizes monthly volume of flow in Russian River at Hacienda gage greater than daily average of 125 CFS • Winter water is available to meet
contractor needs
• No additional water rights required to
utilize Winter Water
Agreement Schedule
Draft Agreement reached between Sonoma Water and Marin Water Draft agreement reviewed by TAC Chair & Vice Chair & North Marin - May 2025 TAC members review of agreement - May – June 2025
TAC voted to recommend approval - June 2, 2025
 TAC members process for WAC approval – June/July 2025  WAC vote August 4, 2025
14 13
14 Agenda Item #6.2:

7/11/2025
8 Approval Process - Water Advisory Council
 Marin Water – Sonoma Water restated agreement is subject to approval by the Water Advisory Council (WAC)
 Per the Restructured Agreement each contractor has a representative on the WAC
 Marin Water is requesting support for the approval of the agreement 15 15
Agenda Item #6.2:

DATE: May 2, 2025
TO: Ben Horenstein, Marin Water General Manager
FROM: Molly MacLean, Marin Water General Counsel
Paul Sellier, Marin Water - Water Resources Director
SUBJECT: Review of Proposed Changes to the Sonoma Water – Marin Municipal Water District Water Supply Agreement

EXECUTIVE SUMMARY
The purpose of this memorandum is to provide an evaluation of the proposed draft Amended and Restated Water Supply Agreement (“Draft Agreement”) between the Marin Municipal Water District (“Marin Water” or “District”) and the Sonoma County Water Agency (“Sonoma Water” or “Agency”) in comparison to the current agreement for water supply between the Marin Water and the Sonoma Water entered into in 2015. The District currently obtains wholesale water supplies from Sonoma Water pursuant to the 2015 Renewal of the Third Amended Offpeak Water Supply Agreement and the Amended Agreement for the Sale of Water between the Sonoma County Water Agency and Marin Municipal Water District (“2015 Renewal Agreement”). The 2015 Renewal Agreement took effect July 1, 2015, with a ten-year term that expires on June 30, 2025. Exhibit A to the 2015 Renewal Agreement is the Fourth Amended Offpeak Water Supply Agreement (“Offpeak Agreement”), while Exhibit B is titled Amendments to Amended Agreement for the sale of Water between Sonoma County water Agency and Marin Municipal Water District (“Water Sale Agreement”). Additional details of each of these can be found in the attached Background.

In advance of the 2015 Renewal Agreement’s expiration, District staff met with Sonoma Water staff to discuss the extension of the 2015 Renewal Agreement. Although initial discussions focused on extension (or, renewal without amendments), subsequent discussions landed on a proposed amended and restated agreement that would provide a more clear, single agreement, which would also eliminate or change certain provisions of the 2015 Renewal Agreement that do not serve either party’s interests under current conditions.

The Draft Agreement, though restated into a single, comprehensive agreement, pulls forward most of the provisions of the 2015 Renewal Agreement, with the exception of the following key provisions:
• New lump sum payment by Marin Water for regional water resiliency projects.

Agenda Item #6.2:

May 2, 2025

• Addition of a roll over provision to address Sonoma Water’s inability to deliver the 5,300 acre feet of minimum take-or-pay water in any given year, which would allow the District to pay for any remaining undelivered balance and take that balance in the following fiscal year, subject to availability;
• Elimination of the ramp-up/ramp-down provision that limited Marin Water’s water purchases based on prior year water purchase amounts;
• Simplification and revision to the delivery caps, eliminating seasonal acre foot limitations and revising the caps on gallons per day deliveries to Marin Water; • Elimination of provisions regarding a new segment of aqueduct parallel to the Petaluma line, but including added mention of Marin Water’s consideration of a new aqueduct from the North Marin Aqueduct to Nicasio and/or Soulajule Reservoirs1; • The Term of the Draft Agreement runs for fifteen (15) years, as opposed to the ten (10) year term of the 2015 Renewal Agreement; and
• Renewal provision includes Sonoma Water’s statement of support for Marin Water’s participation in discussions regarding the extension or renewal of the 2006 Restructured Agreement
Despite these changes, however, the 14,300 AFY water quantity remains unchanged, the 5,300 annual minimum take-or-pay amount remains unchanged, and the transmission system capacity requirements and water shortage allocation approaches remain unchanged. Meaning that the operation of the Draft Agreement will continue the prioritization of transmission system capacity in favor of the Water Contractors2 under the 2006 Restructured Agreement for Water Supply between Sonoma Water and the Water Contractors (“2006 Restructured Agreement”) and will continue the same allocation of water supplies among the Water Contractors and Marin Water.

EVALUATION OF PROPOSED 2025 DRAFT AGREEMENT
The remainder of this memorandum sets forth key provisions of the proposed 2025 Draft Agreement and evaluates them in comparison to the 2015 Renewal Agreement and includes a review for consistency with the 2006 Restructured Agreement between Sonoma Water and its Water Contractors.3
Proposed 2025 Draft Agreement Versus 2015 Renewal Agreement Recitals: Compared to the 2015 Renewal Agreement, the proposed 2025 Draft Agreement includes the same or similar recitals but also includes additional recitals providing a more detailed background on Sonoma Water’s role in developing and paying for the Russian River Project. The more fulsome recitals trace the evolution of Marin Water’s agreements with 1 The Atmospheric River Capture Project has not been approved and is only in early stages of design and environmental review.
2 “Water Contractors” means the City of Cotati, City of Petaluma, City of Rohnert Park, City of Santa Rosa, City of Sonoma, North Marin Water District, Valley of the Moon Water District, and Town of Windsor.
3 Capitalized terms not otherwise defined herein, including in Exhibit A, have the meaning ascribed in the Draft Agreement.

Agenda Item #6.2:

May 2, 2025

Sonoma Water, including documenting the three lump-sum payments made by the District to Sonoma Water totaling $9,331,949 for parity with the investment made by the Water Contractors in the Russian River System and to secure the District’s 14,300 AFY of firm Agency water supply.

Water Amount and Delivery Rates: The Draft Agreement’s 14,300 acre feet per year (“AFY”) amount and 5,300 AFY minimum take-or-pay amount remain unchanged. The Draft Agreement would eliminate the 2015 Renewal Agreement’s mechanisms for ratcheting each year’s water availability up or down based on the amount of water delivered to Marin Water the prior year. (Compare 2025 Draft Agreement § 3 at pp. 9-10 to 2015 Water Sale Agreement § 4(a)-(b) at pp. 10-11.) In most years the availability of water and of Transmission System capacity have served as the practical limit on the District’s ability to take Agency water to the extent requested by Marin Water.

The 2015 Renewal Agreement also imposes certain maximum delivery rates on the District that would be simplified and revised by the proposed Draft Agreement. Specifically, the Offpeak Agreement states deliveries to the District may not exceed 760 AF per month, and for the fivemonth period May 1 through September 30 may not exceed 360 AF per month without the prior consent of Sonoma Water, while the total quantity delivered during this five-month period may not exceed 1,800 AF, (Offpeak Agreement § 1 at pp. 3-4). The Water Sale Agreement augments these provisions and allows additional deliveries, which vary by season and based on prior year deliveries. The 2006 Restructured Agreement currently limits the District’s delivery rate to 12.8 MGD between May 1 and October 31. (Restructured Agreement § 3.12 at p. 35.) In practice, the availability of water and of Transmission System capacity have served as the actual limit on the District’s ability to take Agency water requested by the District.

The Draft Agreement instead proposes to establish new delivery caps, specifically the Draft Agreement would limit deliveries during the months of May through October to 12.8 mgd and limit deliveries to Marin Water during the months of November through March to 25 mgd. The proposed Draft Agreement would continue to consider Transmission System capacity in that it provides that: “Sonoma Water shall deliver water at the requested rate to [the District] only to the extent that the Transmission System has capacity in excess of that required by Sonoma Water to supply the Water Contractors, but not less than 5,300 acre feet per fiscal year.” (Draft Agreement § 3(b).) This approach is similar to the one applied to Marin Water in the 2006 Restructured Agreement, which states Sonoma Water “may deliver water to Marin Municipal when and to the extent that the Transmission System has capacity in excess of that required by Agency to supply its Regular Customers the[ir] Entitlements ….” (Restructured Agreement §

3.12 at p. 35; id. § 3.5(b)(2) at pp. 30-31 [allocating Transmission System capacity during temporary impairment].)
The Draft Agreement also contains a new provision that would allow the District, in the event of inability to deliver water to Marin Water, to pay for the 5,300 AF minimum take or pay amount and roll any undelivered portion of that 5,300 AF into the following fiscal year, if Sonoma Water determines that water is then available. Marin Water shall be required to take or pay for 5,300 AF each fiscal year and Marin Water shall take delivery of any amount undelivered amount rolled over into storage in addition to the 5,300 AF minimum take or pay in the following fiscal year. This provision was added to address situations like the slide impacting the North Marin Aqueduct in 2023 where Marin Water was unable to receive its minimum take-or-pay allotment.

Water Shortage Allocation: The proposed Draft Agreement’s Section 4 shortage provisions would first allocate health and safety water to Sonoma Water’s Regular Customers, Russian Agenda Item #6.2:

May 2, 2025

River Customers, and Marin Water, after considering other potable water sources available to each customer, and then allocate any additional supply to the same entities in proportion to their respective contract amounts. (Draft Agreement § 3(a) at p. 9.) These provisions are unchanged from those water-shortage provisions in the 2015 Renewal Agreement, (Offpeak Agreement § 4 at pp. 5-7; Water Sale Agreement § 8 at p. 17). Water allocation during a shortage is critically important to all Sonoma Water’s water service customers, and this provision would continue the same allocation and curtailment process currently in place, consistent with the Restructured Agreement.

Payment: The proposed payments in the Draft Agreement are unchanged from those in the 2015 Renewal Agreement, with the sole exception of the lump sum payment for regional water resiliency projects from Marin Water to Sonoma Water. (Draft Agreement § 5.) The Draft Agreement details how revenue from the District’s payments is to be allocated among specified Agency fund accounts. (Ibid.) The Draft Agreement would continue to impose a per-acre-foot Russian River Conservation Charge and Russian River Projects Charge (the latter not to exceed $20 per AF) — both in lieu of property taxes levied on property in Sonoma County. (Id.) The Draft Agreement applies the take-or-pay approach for the 5,300 AFY. (Ibid.) Transmission System Capacity: The 2015 Renewal Agreement’s Offpeak and Water Sale agreements acknowledge that, as of 2015, Sonoma Water had “excess capacity” in its Transmission System to meet the District’s delivery requests for its existing contract water amounts but anticipated that more capacity might be needed in the future. To that end, the Offpeak Agreement explains:
… Marin acknowledges that priorities of use of delivery capacity in Agency’s facilities have been allocated to others who are not parties to this Offpeak Agreement, and that capacity to make deliveries of water to Marin at the rates in Section 1 of this Offpeak Agreement may not always be available to Agency. … If [Agency’s annual] reports indicate that delivery capacity is insufficient, or soon will be insufficient, to provide deliveries at the rates specified in Section 1 of this Offpeak Agreement, then Agency shall use its best efforts to secure an alternative means, solely at Marin’s expense, to accomplish the purposes of this Offpeak Agreement.
(Offpeak Agreement § 4 at p. 7.)
The Water Sale Agreement explains:

At the present time and under normal circumstances, the Transmission System has excess capacity that may be used by Agency to supply District with water pursuant to this Water Sale Agreement. In order for the Transmission System in the future to continue to have such excess capacity under normal
circumstances, Agency will need to construct elements of a new aqueduct from the Russian River to the Ely Pumping Plant, roughly paralleling portions of the existing Cotati lntertie and Petaluma Aqueduct, at an earlier date than would be necessary absent this Water Sale Agreement, and Agency will need to construct a new aqueduct from the Ely Pumping Plant to Kastania Agenda Item #6.2:

May 2, 2025

Reservoir, roughly paralleling portions of the existing Petaluma Aqueduct, which would not be necessary absent this Water Sale Agreement.
(Water Sale Agreement Recital O at p. 5.)
Section 13 of the Water Sale Agreement provides:

If Agency initiates construction of a new aqueduct roughly paralleling the portion of the existing Petaluma Aqueduct that extends from the junction of that aqueduct and the Cotati lntertie to the Ely Pumping Plant, then District may make a written request to Agency, requesting Agency to construct at District's expense an aqueduct roughly paralleling the portion of the existing Petaluma Aqueduct that extends from the Ely Pumping Plant to Kastania Reservoir, with sufficient capacity to meet the maximum delivery limits specified in Section 2 of this Water Sale Agreement and the maximum delivery limit specified in the Offpeak Agreement, taking into account surplus capacity in that portion of the existing Petaluma Aqueduct.
(Id. § 13 at p. 23.)
As of 2025, the new delivery capacity described above has not been added to Sonoma Water’s Transmission System as additional capacity was not required to meet Marin Water’s supply needs. The Draft Agreement would omit any reference to the earlier approach of expanding delivery capacity in parallel with the Petaluma Aqueduct from the Ely Pumping Plant to Kastania Reservoir.

The Draft Agreement does acknowledge that the District is investigating the potential to build a pipeline connecting the existing Transmission System to the District’s Nicasio or Soulajule reservoirs, 4 so that the District may store Agency water there for later recovery and use to help meet Marin Water service area demand during dry years. To that end, section 6 of the 2025 Draft Agreement provides:

Sonoma Water acknowledges that [the District] is evaluating the feasibility and efficacy of constructing, at [the District’s] sole cost and expense, a new aqueduct from the existing North Marin Aqueduct to [the District’s] Nicasio and/or Soulajule Reservoirs to enhance water resiliency and reliability consistent with long term planning for the Russian River Project. [The District] will continue to actively communicate with Sonoma Water regarding project design and development and Sonoma Water, if requested by [the District], will provide available information and data necessary to project planning and assessment of project benefits and impacts. (2025 Draft Agreement § 6.)
4 The Atmospheric River Capture Project has not been approved and is only in early stages of design and environmental review.

Agenda Item #6.2:

May 2, 2025

Despite this provision, however, the 14,300 AFY water quantity remains unchanged, the 5,300 AFY take-or-pay amount remains unchanged, and the Transmission System capacity requirements and water shortage allocation approaches remain unchanged. Meaning that, even if this project is developed at some future date, the provision of water to this project would continue to be subject to the constraints set forth in the Draft Agreement and allocation of water among the Water Contractors.

Support for SCWA Water Right Changes: The Draft Agreement’s Section 7 says the District acknowledges that the 75,000-AFY limit on Sonoma Water’s water rights prevents full use of the Russian River Project’s water supply yield, that Sonoma Water has previously filed applications and petitions asking the State Water Resources Control Board (“State Board”) to increase the limit to provide water to Sonoma Water customers and to modify instream fish-flow requirements in response to federal fish-protection mandates or hydrologic conditions. (Draft Agreement § 7.) The Draft Agreement says “[the District] recognizes and agrees that it will be in the public interest for the State Board to grant such petitions and applications.” (Ibid.) A similar provision is include in the Water Sale Agreement (Water Sale Agreement, § 17).

Waiver and Indemnity: The Draft Agreement’s Section 8 waivers and indemnity in favor of Sonoma Water are essentially the same as those in the 2015 Renewal Agreement. (Compare Sale of Water Agreement § 21 to Draft Agreement § 8).

Term; Renewal: The 2015 Renewal Agreement had a ten-year term with renewal rights. (Offpeak Agreement § 7 at p. 12 and Water Sale Agreement §18 at p. 26) The Draft Agreement proposes a 15 year term, to June 30, 2040, with similar rights of renewal, but also includes recognition of the concurrent expiration of the 2006 Restructure Agreement, and provides that “Sonoma Water agrees to advocate to include MMWD in any discussions related to any renewal or extension of the Restructured Agreement” . (Draft Agreement § 13) Water Quality: The Draft Agreement’s Section 10 would require Sonoma Water to deliver water to Marin Water that has the same quality as water delivered through the Transmission System to the Water Contractors and that complies with California drinking water standards. That would improve upon the water quality language in the Water Sale Agreement, which omits any reference to drinking water standards. (Water Sale Agreement § 22 at p. 29.)

COMPARISON TABLE
The following table sets forth a comparison of key provisions of the Draft Agreement relative to the 2015 Renewal Agreement, as well as how these provisions relate to the 2006 Restructured Agreement for Water Supply.

Key Provision 2025 Draft Agreement 2015 Renewal 2006 Restructured Agreement Agreement
Total Water
Amount: 14,300 AFY 14,300 AFY Consistent
Take-orPay Amount: 5,300 AFY 5,300 AFY Consistent
Annual
Ramp-up: No Yes Silent/Consistent
Agenda Item #6.2:

May 2, 2025

Water
Shortage
Allocation
Priorities: Yes Yes Consistent
Transmission
System
Capacity
Allocation
Priorities: Yes Yes Consistent
Payment @ Yes Yes Consistent
111% of
highest
Petaluma/
Santa Rosa
Aqueduct
Charge:

Reference to
Potential New
Aqueduct: To Nicasio/Soulajule Parallel to Petaluma N/A Aqueduct
MMWD Support
SCWA Water
Right Changes: Yes Yes, Offpeak Silent
Agreement
MMWD Waiver, Yes Yes, Water Sale Similar to Water
indemnity: Agreement Agreement
Renewal: Yes Yes Consistent
Agenda Item #6.2:

May 2, 2025

BACKGROUND
Since 1975, Marin Municipal Water District (“Marin Water” or “District”) has entered into a series of contracts to import wholesale water supplies from Sonoma County Water Agency (“Sonoma Water” or “Agency”). The District uses the imported Sonoma Water supplies to supplement the water supplies developed by the District’s local reservoirs to provide retail public water service within Marin Water’s sphere of influence. From 2015 through 2020, about 77 percent of MMWD’s average annual water supply originated from its local reservoirs, while about 23 percent was imported from Sonoma Water.

The District currently obtains wholesale water supplies from Sonoma Water pursuant to the 2015 Renewal of the Third Amended Offpeak Water Supply Agreement and the Amended Agreement for the Sale of Water between the Sonoma County Water Agency and Marin Municipal Water District (“2015 Renewal Agreement”). The 2015 Renewal Agreement took effect July 1, 2015, with a ten-year term that expires on June 30, 2025. Exhibit A to the 2015 Renewal Agreement is the Fourth Amended Offpeak Water Supply Agreement (“Offpeak Agreement”), while Exhibit B is titled Amendments to Amended Agreement for the sale of Water between Sonoma County water Agency and Marin Municipal Water District (“Water Sale Agreement”).
2015 Renewal Agreement
As stated above, the 2015 Renewal Agreement is comprised of two separate components, the Offpeak Agreement, which evolved from the initial series of agreements between the District and Sonoma Water, and the Water Sale Agreement, which augments the Offpeak Agreement.

In 1996, these two agreements were incorporated into one, the Supplemental Water Supply Agreement, which was renewed and extended pursuant to the current 2015 Renewal Agreement.

1. Exhibit A - Offpeak Agreement
The 2015 Renewal Agreement’s Exhibit A - Offpeak Agreement provides that Sonoma Water shall deliver to Marin Water up to 4,300 acre-feet per year (“AFY”) of water at delivery rates not to exceed 760 AF per month. (Renewal Agreement, Exhibit A, § 1 at p. 3.) For the five-month period May 1 through September 30, the delivery rate shall not exceed 360 AF per month without the prior consent of Sonoma Water, and the total quantity delivered during this period shall not exceed 1,800 AF. (Id. at pp. 3-4.)
The Offpeak Agreement’s Section 3 requires the District to pay Sonoma Water for at least 4,300 AFY of water, regardless of whether the District actually requests or receives this amount (commonly called a “take-or-pay” amount). (Id. § 3 at p. 5.) The Offpeak Agreement’s Section 2 requires the District to pay for water at a rate of 111 percent of the highest rate that Sonoma Water’s primary wholesale water contractors pay for Agency water they take from the Petaluma Aqueduct or Santa Rosa Aqueduct. (Id. § 2 at p. 4.) Section 5 requires the District to pay a Russian River Conservation Charge and a Russian River Projects Charge. (Id. § 5(a)-(b) at pp. 9-10.)
Agenda Item #6.2:

May 2, 2025

The Offpeak Agreement’s Section 4 provides that the District shall release stored water from lakes Mendocino or Sonoma when needed to meet Sonoma Water’s delivery obligations to Marin Water. (Id. § 4 at p. 5.) Section 4 describes how Sonoma Water will allocate available water among competing customers during a shortage caused by factors outside the Agency’s control:
• First, health-and-safety deliveries to Marin Water and Sonoma Water’s “regular customers”5 and “Russian River customers”6 based on quantities required for human consumption, sanitation, and fire protection in consideration of other potable water sources available to each such customer; and
• Second, additional water beyond health-and-safety deliveries is allocated to regular customers, Russian River Customers, and Marin Water in proportion to each customer’s respective contract quantity, but not to exceed specified average monthly delivery rates or each customer’s contract amount or reasonable need.

The Offpeak Agreement’s Section 4 also allocates capacity in the Agency’s Transmission System. With respect to Marin Water, Section 4 provides in part:

Agency shall make all reasonable efforts to deliver water to Marin at Kastania Reservoir or at North Marin's meter, as specified in Section 1 of this Offpeak Agreement, using all facilities available to Agency. However, Marin acknowledges that priorities of use of delivery capacity in Agency's facilities have been allocated to others who are not parties to this Offpeak Agreement, and that capacity to make deliveries of water to Marin at the rates in Section 1 of this Offpeak Agreement may not always be available to Agency.
(Id. at p. 7.)
If Transmission System capacity is limited for reasons beyond Sonoma Water’s control, the available capacity is generally allocated as follows:
• First, capacity for health-and-safety deliveries first goes to Sonoma Water’s Regular Customers;
5 “Regular Customers” collectively means “Water Contractors” and “Other Customers.” “Water Contractors” means the City of Cotati, City of Petaluma, City of Rohnert Park, City of Santa Rosa, City of Sonoma, North Marin Water District, Valley of the Moon Water District, and Town of Windsor. “Other Customers” means Sonoma Water, the County of Sonoma, California American Water Company (with respect to the Larkfield Water District), Forestville Water District, Lawndale Mutual Water Company, Kenwood Village Water Company, Penngrove Water Company, the City of Sebastopol, the State of California, and Santa Rosa Junior College. (Offpeak Agreement § 4 at p. 9 [incorporating definitions from 2006 Restructured Agreement]; 2006 Restructured Agreement § 1.2(g)(5) at p. 3 [defining “Regular Customer”]; id. § 1.2(g)(1) at p. 2 [defining “Water Contractor”]; id. § 1.2(g)(2) at p. 3 [defining “Other Agency Customer”].)
6 “Russian River Customer” means any Sonoma Water customer within Sonoma County who has or in the future will have contracts with Sonoma Water to divert or redivert water directly from the Russian River or Dry Creek without the use of the Transmission System.” (2006 Restructured Agreement § 1.2(gg) at p. 7.)
Agenda Item #6.2:

May 2, 2025

• Second, additional capacity is allocated to Regular Customers in proportion to their respective contract amounts, but not to exceed their reasonable needs; • Third, additional capacity is allocated to Regular Customers in excess of their entitlements, but subject to certain limits;
• Fourth, additional capacity is allocated to Marin Water; • Fifth, additional capacity is allocated to deliver surplus water to the Water Contractors; • Sixth, additional capacity is allocated to deliver surplus water to Other Customers. (Id. at p. 8.)
The Offpeak Agreement’s Section 6 states that the water provided to the District here is in addition to the water provided under the Sale of Water Agreement (Exhibit B to the 2015 Renewal Agreement, which is described below).

The Offpeak Agreement’s Section 7 says its term starts July 1, 2015, and remains effective until June 30, 2025, and that the District has the following right to renew:

Upon the request of Marin, Agency agrees to enter into renewal agreements for periods not to exceed the then-existing term of the Restructured Agreement for Water Supply or any renewals, amendments or replacement agreements to the Restructured Agreement for Water Supply upon the same terms and conditions contained in this Offpeak Agreement, except that the Agency may make reasonable adjustments to the charges under Section 5 … (Id. § 7 at p. 12.)

2. Exhibit B Sale of Water Agreement
The 2015 Renewal Agreement’s Exhibit B Water Sale Agreement provides that Sonoma Water shall deliver to the District up to 10,000 AFY or the District’s “Maximum Delivery Limit.” (Water Sale Agreement § 3 at pp. 9-10.) the District’s Maximum Delivery Limit started at 5,000 AFY in 1995 and could be increased in a following year by up to 1,000 AFY by Marin Water taking or paying for at least 90 percent of its then-current limit in any year. (Id. § 4(a), which is referred to as the “ramp-up”.) The District’s Maximum Delivery Limit may be decreased by the District not taking at least 90 percent of its then-current limit in any year in which sufficient Agency water supply and Transmission System capacity were available. (Id. § 4(b).) The Water Sale Agreement’s Section 5 allows the District to pay Sonoma Water in lieu of taking delivery of water to prevent any reduction in the District’s Maximum Delivery Limit for the next year. (Id. § 5 at p. 11.) Section 5 essentially requires the District to take or pay for 1,000 AFY of water, under the Water Sale Agreement, (ibid.), which creates a total combined take-or-pay obligation of 5,300 AFY under the Offpeak Agreement and Water Sale Agreement.

Consistent with Section 2 of the Offpeak Agreement, the Water Sale Agreement’s Section 10 requires Marin Water to pay for water at a rate of 111 percent of the highest rate of Sonoma Water’s primary wholesale water contractors pay for Agency water they take from the Petaluma Agenda Item #6.2:

May 2, 2025

Aqueduct or Santa Rosa Aqueduct. (Id. § 10(a) at p. 18.) Section 10 requires the District to pay a Russian River Conservation Charge and a Russian River Projects Charge. (Id. § 10(b)-(c) at pp. 19-20.) Section 10 requires additional payments when the amount of water Sonoma Water delivers to the District and the amount of water for which the District has made payments in lieu of delivery is less than the 10,000 AFY of firm water supply for which the District made lumpsum firming payments pursuant to Section 8 of the Water Sale Agreement. (Id. § 10(c)-(e).) Consistent with Section 4 of the Offpeak Agreement, the Water Sale Agreement’s Section 8 provides that Sonoma Water shall release stored water from lakes Mendocino or Sonoma when needed to meet Sonoma Water’s delivery obligations to Marin Water. (Id. § 8(d)-(e) at pp. 12-

14.)
The Water Sale Agreement’s Section 8 uses the same priority principles as the Offpeak Agreement to allocate available Agency water among competing customers during a shortage caused by factors outside Sonoma Water’s control:
• First, health-and-safety deliveries to Marin Water and Sonoma Water’s “regular customers”7 based on quantities required for human consumption, sanitation, and fire protection in consideration of other potable water sources available to each such customer; and
• Second, additional water beyond health-and-safety deliveries is allocated to regular customers, Russian River Customers, and Marin Water in proportion to each customer’s respective contract quantity, but not to exceed specified average monthly delivery rates or each customer’s contract amount or reasonable need.
(Id. § 8 at p. 17.)
In practice, any curtailments under the 2015 Renewal Agreement rely on the water shortage methodology employed by Sonoma Water with respect to all Water Contractors and Marin Water.

The Water Sale Agreement’s Section 2 states that the first 360 AF of water the District receives from Sonoma Water in any month shall be accounted for as being received pursuant to the Offpeak agreement. (Id. § 2 at p. 9.) Further, the District may not receive any water under the Water Sale Agreement in any month unless (1) the District already has received in that month at least 360 AF pursuant to the Offpeak Agreement, or (2) the District already has received in that year the maximum amount of water allowed by the Offpeak Agreement. (Ibid.) The Water Sale Agreement’s Section 9 allocates capacity in the Agency’s Transmission System, stating:
… Agency shall be obligated to release water from storage or deliver water to District pursuant to this Water Sale Agreement only to the extent that the Transmission System has capacity in excess of that required by Agency to supply all of its Other 7 Consistent with the Offpeak Agreement, the Water Sale Agreement defines “regular customers” consistent with the 2006 Restructured Agreement. (Id. § 8(f) at p. 17; see, supra, note 1 [defining “Regular Customers”].)
Agenda Item #6.2:

May 2, 2025

Customers and Contractors, and District under the Offpeak Agreement.
(Id. § 9 at p. 17.) The Water Sale Agreement’s Section 1 defines “Other Customers and Contractors” to mean:
… the North Marin Water District and all present and future Agency customers within Sonoma County, including all entities within Sonoma County that receive or will receive water from the Transmission System or other water conveyance facilities, and all entities within Sonoma County that divert or will divert water purchased from Agency directly from the Russian River or Dry Creek.
(Id. § 1(d) at p. 6.)
The Water Sale Agreement’s Section 18 says its term starts July 1, 2015, and remains effective until June 30, 2025, and that Marin Water has the following right to renew:

Upon the request of District, Agency shall enter into renewal agreements for periods not to exceed the then-existing term of the Restructured Agreement for Water Supply or any renewals, amendments or replacement agreements to the Restructured Agreement for Water Supply upon the same terms and conditions contained in this Water Sale Agreement, except that the Agency may make reasonable adjustments to the charges under Section 10 ….
(Id. § 18 at p. 26.)
Agenda Item #6.2:

DRAFT May 2, 2025
Amended and Restated Water Supply Agreement
by and between
The Marin Municipal Water District
and
The Sonoma County Water Agency
Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 1
Amended and Restated Water Supply Agreement
by and between
The Marin Municipal Water District
and
The Sonoma County Water Agency
This Amended and Restated Water Supply Agreement (“Agreement”) is made by and between the Marin Municipal Water District (“MMWD”) and the Sonoma County Water Agency (“Sonoma Water”) (each referred to individually as “Party” and collectively as “Parties”) and is effective as of ____________, 2025
Section 1: Recitals.

A) Sonoma Water was formed and operates pursuant to Appendix 53 of the California Water Code, which authorizes Sonoma Water to enter into contracts to provide a firm supply of water within or outside of Sonoma Water’s jurisdictional boundaries to any municipal corporation or agency (Water Code Appendix 53-9).

B) MMWD was formed and operates pursuant to the Municipal Water District Act of 1911, which authorizes MMWD to acquire and distribute water for the beneficial use of its residents (Cal. Water Code § 71610).

C) Sonoma Water entered into contracts with the United States Government to secure the construction of Coyote Valley Dam on the east fork of the Russian River and Warm Springs Dam on Dry Creek (hereafter “Russian River Project”).

D) The Coyote Valley Project was authorized by the Flood Control Act of 1950 (Pub. L. No. 81-516) and was completed by the U. S. Army Corps of Engineers in 1958. This component of the Russian River Project includes the impoundment of Lake Mendocino, which has a capacity of 122,500 acre feet of which between 64,800 acre feet and 111,000 acre feet, depending on the time of year, is allocated to storage for water supply.

E) In 1955, Sonoma Water (then called the “Sonoma County Flood Control and Water Conservation District”) sold general obligation bonds to raise $5,650,000, which it paid to the United States for the reimbursable costs of the water-storage element of the Coyote Valley Project. Parts of the property taxes paid since 1955 by taxpayers within Sonoma County have Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 2
been used to make payments on these bond obligations and to fulfill other obligations to the United States Government for the Russian River Project.

F) The Warm Springs Dam Project was authorized by the Flood Control Act of 1962 (Pub. L. No. 87-874) and was completed by the U.S. Army Corps of Engineers in 1984. This component of the Russian River Project includes the impoundment of Lake Sonoma, which has a capacity of 381,000 acre feet, of which 245,000 acre feet is allocated to storage for water supply.

G) Sonoma Water contracted with the United States to make annual payments to the U.S. for portions of the construction, operation, maintenance, major-replacement and major-rehabilitation costs of the Warm Springs Dam Project. Parts of the property taxes paid since 1971, including future taxes to be paid, by taxpayers within Sonoma County have been paid into a sinking fund that was established to fund Sonoma Water’s payment obligations, and to fulfill other obligations, to the United States Government for the Russian River Project.

H) In October 1974, Sonoma Water entered into a contract with the cities of Cotati, Petaluma, Rohnert Park, Santa Rosa and Sonoma, the Forestville County Water District, the Valley of the Moon Water District, and the North Marin Water District entitled “Agreement for Water Supply and Construction of Russian River-Cotati Intertie Project”, which was last amended June 23, 2006 (hereafter the “Restructured Agreement for Water Supply”).

I) The Restructured Agreement for Water Supply authorizes the use of certain water transmission facilities (hereinafter “Transmission System”) for the purpose of Sonoma Water delivering water to MMWD, under prescribed terms and conditions, water which is available in the Russian River and the Santa Rosa Plain groundwater wells.

J) On July 3, 1975, Sonoma Water and MMWD entered into an agreement entitled “Offpeak Water Supply Agreement”, which provides for Sonoma Water to deliver up to 4,300 acre feet of water per fiscal year, subject to specified terms and conditions, which Offpeak Water Supply Agreement was amended on August 28, 1984, on May 3, 1988, and on January 25, 1995. On October 22, 1991, Sonoma Water and MMWD entered into an agreement entitled the “Agreement for Sale of Water between the Sonoma County Water Agency and the Marin Municipal Water District” for the delivery of up to 10,000 acre feet of water per fiscal year from Sonoma Water to MMWD, under prescribed terms and conditions. On January 25, 1996, Sonoma Water and MMWD entered into a “Supplemental Water Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 3
Supply Agreement”, which amended and incorporated the “Third Offpeak Water Supply Agreement” as Exhibit A thereto and the “Amended Agreement for Sale of Water between the Sonoma County Water Agency and the Marin Municipal Water District” as Exhibit B thereto, which Supplemental Water Supply Agreement was renewed and extended pursuant to the “Renewal of the Third Amended Offpeak Water Supply Agreement and the Amended Agreement for the Sale of Water between the Sonoma County Water Agency and Marin Municipal Water District” effective July 1, 2015 through June 30, 2025 (hereinafter the “2015 Renewal Agreement”).

K) Pursuant to the Restructured Agreement for Water Supply and the Off Peak Water Supply Agreement, the North Marin Water District and MMWD, respectively, have paid Sonoma Water a Russian River Conservation Charge, the proceeds of which have been paid into the sinking fund established to fund Sonoma Water’s obligations to the United States for the Russian River Project, as described in Recitals E and G above.

L) Sonoma Water currently utilizes the Transmission System to supply water to the Water Contractors under the Restructured Agreement for Water Supply, as well as Other Agency Customers under other agreements.

Payments by the Water Contractors under the Restructured Agreement for Water Supply were and are being used to fund payments on the bonds sold to finance the construction of, and upgrades to, the Transmission System and to directly fund the construction of parts of the Transmission System. Other customers of Sonoma Water divert water directly from the Russian River.

M) In June 1980, Sonoma Water certified its final environmental impact report on Proposed Amendments of Permits on Applications 12919A, 15736, 15737 and 19351. In July 1984, Sonoma Water certified its supplemental environmental impact report covering Proposed Coordinated Use of the Water Supply of Lake Mendocino and Lake Sonoma, Russian River Project. On November 14, 1990, MMWD certified its Water Supply Plan Program Final Environmental Impact Report. On September 24, 1991, MMWD certified its Water Supply Project Final Environmental Impact Report. These reports together satisfy the requirements of the California Environmental Quality Act (Pub. Res. Code § 21000, et seq.) for ongoing water sales pursuant to this Agreement.

N) Sonoma Water holds Water Right Permits 12947A, 12949, 12950 and 16596, which were issued by the State Water Resources Control Board and its predecessors pursuant to Applications 12919A, 12920A, 15736, Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 4
15737 and 19351, which Permits authorize Sonoma Water to divert Russian River water and to redivert water previously stored in Lake Mendocino and Lake Sonoma, subject to specific terms and conditions.

O) Recital E. in the Supplemental Agreement recognized that one of the reasons for that agreement was “to accommodate the Agency’s [Sonoma Water] efforts to attempt to ensure a continuation of Pacific Gas and Electric Company’s historic diversions of Eel River water to the Russian River and to increase the reliability of the water supply deliverable to [MMWD].” The need to ensure the continuation of such flows for the benefit of all of Sonoma Water’s Water Contractors was heightened by the amendments made by the Federal Energy Regulatory Commission in 2004 to Pacific Gas & Electric Company’s (PG&E) license for the Potter Valley Project, which reduced such flows and subsequently by PG&E’s decision to pursue surrender of its license to operate the Potter Valley Project and propose its decommissioning. By entering into this Agreement, the parties recognize the ongoing importance of the continuation of flows from the Eel River to the Russian River for the benefit of all of Sonoma Water’s customers.

P) MMWD and Sonoma Water recognize the need for a regional approach to water supply, water conservation, fishery and water reuse issues.

Q) In May 1984, June 1996 and June 2005, MMWD made payments to Sonoma Water of $168,348, $2,837,344 and $6,326,257, respectively, and MMWD made the latter two payments pursuant to Section 8 of the Water Sale Agreement for the purpose of securing firm water, which lump sum payments represent a share of the Warm Springs Dam sinking fund and principal payments made to the United States Government by Sonoma Water for Lake Sonoma water storage space corresponding to a potential additional 10,000 acre feet per annum of the 75,000 acre feet per annum net firm yield of the Warm Springs Dam Project, which increased MMWD’s total potential net yield of the Warm Springs Dam Project to 14,300 acre feet per fiscal year.

R) Due to changes in circumstances since the Offpeak Agreement and the Water Sale Agreement were agreed upon, some provisions are no longer relevant and impose obligations and procedures on MMWD and Sonoma Water that are no longer necessary and provide undue burden to the Parties. The Parties wish to update the agreements and consolidate them into one document for ease of use. As of the effective date of this Agreement, this Agreement will replace all prior water sales agreements between Sonoma Water and MMWD including the 2015 Renewal Agreement.

Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 5
Now, therefore, in consideration of the foregoing recitals, which are incorporated herein and made part of this Agreement, and of the prior agreements between the parties, and of the promises made herein, MMWD and Sonoma Water agree as follows:

Section 2: Definitions.

When used in this Agreement, unless otherwise distinctly expressed or manifestly incompatible with the intent of this Agreement, capitalized terms shall have the meanings set forth below or, if not defined below, the meanings set forth in the Restructured Agreement for Water Supply:
(a) “Sonoma Water” means the Sonoma County Water Agency or any successor thereto.
(b) “Sonoma Water’s Water Rights Permits” means water rights permits 12947A, 12949, 12950 and 16596, which the State Water Resources Control Board and its predecessors issued to Sonoma Water pursuant to Applications 12919A and 12920A, 15736, 15737 and 19351, as such permits now exist or in the future may exist (including any licenses that may be issued to replace these permits).
(c) “Agreement” means this Amended and Restated Water Supply Agreement.
(d) “Fiscal Year” means the financial accounting year beginning on July 1 and ending on June 30.
(e) “MMWD” means the Marin Municipal Water District or any successor thereto.
(f) “Potter Valley Project” means the hydroelectric project owned and operated by the Pacific Gas and Electric Company and licensed by the Federal Energy Regulatory Commission as Project No. P-77. (g) “Other Agency Customers” means Sonoma Water, the County of Sonoma, California American Water Company (with respect to the Larkfield Water District), Forestville Water District, Lawndale Mutual Water Company Kenwood Village Water Company,
Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 6
Penngrove Water Company, the City of Sebastopol, the State of California, and Santa Rosa Junior College.
(h) “Regular Customers” means any of the Water Contractors or Other Customers.
(i) “Restructured Agreement for Water Supply” means the Restructured Agreement for Water Supply between Sonoma Water and the Cities of Cotati, Petaluma, Santa Rosa, Rohnert Park, and Sonoma, the Town of Windsor, and Forestville, Valley of the Moon, and North Marin Water Districts, executed on June 23, 2006, and any amendments or successor agreements thereto. (j) “Russian River Conservation Charge” means the charge described in Section 5(b) of this Agreement.
(k) “Russian River Projects Charge” means the charge described in Section 5(c) of this Agreement.
(l) "Transmission System" means the water-supply facilities financed and constructed pursuant to the Restructured Agreement for Water Supply and its predecessor agreements.
(m)“Water Contractor” means a party signatory to the Restructured Agreement for Water Supply executed on June 23, 2006, and any amendments or successor agreements thereto.

Section 3: Sonoma Water Delivery of Water to MMWD.
(a) Subject to all of the terms and conditions of this Agreement, and subject to the provisions of the Restructured Agreement for Water Supply (as now existing or as may be amended in the future), MMWD may purchase water from Sonoma Water pursuant to this Agreement in any Fiscal Year in an amount not less than 5,300 acre feet but not to exceed 14,300 acre-feet. (b) Sonoma Water shall deliver water at the requested rate to MMWD only to the extent that water supply is available and the Transmission System has capacity in excess of that required by Sonoma Water to supply the Water Contractors, but not less than 5,300 acre feet per fiscal year. (c) In September each year, Sonoma Water and MMWD will meet to determine MMWD’s likely water demand for the coming fiscal year and Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 7
whether MMWD’s potential water supply needs can likely be supported by anticipated Sonoma Water’s water supply availability and Transmission System capacity. Notwithstanding the foregoing, the maximum delivery rate to MMWD shall be limited to 25 million gallons per day (MGD) during the calendar months of January, February, March, April, November and December, and shall be limited to 12.8 mgd between the months of May through October. In the event that, in any given year, MMWD has a desire for a greater maximum mgd deliveries, MMWD may request the same from Sonoma Water and provided that there is sufficient Transmission System capacity and available water, Sonoma Water will not unreasonably withhold such additional deliveries to MMWD. MMWD agrees to provide written notice to all members of the Technical Advisory Committee, as that term is defined in the Restructured Agreement, of any such request by MMWD as well as the correspondent determination made by Sonoma Water.
(d) All water furnished by Sonoma Water to MMWD hereunder shall be delivered at a separately metered turnout or through the North Marin Water District’s metered turnout(s) at MMWD’s option.
(e) Water received by MMWD pursuant to this Agreement shall only be used within the sphere of influence (as such term is defined in section 56076 of the Government Code) of the MMWD.

Section 4: Shortage and Impairment.

Except as otherwise provided herein, Sonoma Water shall release water from storage in Lake Mendocino or Lake Sonoma when necessary to make available in the Russian River sufficient water to make the deliveries provided for herein. If by reason of drought, environmental laws or regulations, other causes beyond the control of Sonoma Water, a deficiency does occur, then Sonoma Water shall not be liable to MMWD for any damage resulting therefrom. In the event of an impairment of or limitation on the use or capacity of the Transmission System, or other facility that affects Sonoma Water’s ability to deliver water to MMWD pursuant to this Agreement, by reason of natural disaster, sabotage, legal impediment or other cause beyond the control of Sonoma Water, Sonoma Water shall not be liable to MMWD for any damage arising therefrom, provided however, that in such event MMWD shall have the right to roll any remaining undelivered allotment below the minimum 5,300 acre feet minimum fiscal year requirement into the following Fiscal Year such that the minimum take for that year is the 5,300 AF minimum and the undelivered water from the prior fiscal year so long as MMWD pays for the full 5,300 acre feet at the end of the fiscal year in which it was to be delivered at the then current rates if Sonoma Water reasonably determines that it has water available.

Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 8
In the event of shortage of water in the Russian River or the Russian River Project that requires Sonoma Water to apportion available supply of water, Sonoma Water shall apportion the available water supply in accordance with the shortage and apportionment provisions in the Restructured Agreement section

3.5, so that it may make deliveries as follows:
(a) First, Sonoma Water shall deliver to each of its Regular Customers, not in excess of the respective entitlements set forth in Sections 3.1, 3.2 and 3.3 of the Restructured Agreement for Water Supply or any amendments or successor agreements thereto, authorize Sonoma Water’s Russian River customers to divert or redivert not in excess of the amounts for which those customers have contracted to purchase from Sonoma Water, and deliver water to MMWD not in excess of the amounts set forth in Section 3 of this Agreement, the quantities of water required by each for human consumption, sanitation and fire protection, as determined by Sonoma Water after taking into consideration all other sources of potable water then available to said customer;
(b) Second, to the extent additional water is available to Sonoma Water, Sonoma Water shall deliver such water to Sonoma Water’s Regular Customers, authorize Sonoma Water’s Russian River customers, to divert or redivert such water and deliver such water to MMWD in proportion to the respective entitlements set forth in Section 3.1, 3.2 and 3.3 of the Restructured Agreement for Water Supply, or any amendment or successor agreements thereto, the agreements between Sonoma Water and its Russian River customers, and section 3 of this Agreement, provided, however, that no customer shall receive under subdivisions (a) and (b) hereof a total quantity of water in excess of its reasonable requirements or its said entitlement or contracted amount, whichever is less.

Section 5: Charges and Payment.

For all water delivered under this Agreement, MMWD shall pay Sonoma Water each of the following charges:
(a) A per-acre-foot charge equal to the highest rate per acre-foot then charged by Sonoma Water to any party to the Restructured Agreement for Water Supply for water taken from either the Petaluma Aqueduct or the Santa Rosa Aqueduct, multiplied by 1.11; provided, however, that the 20% surcharge imposed on the Town of Windsor under Section 4.17(a) of the Restructured Agreement for Water Supply shall not be included in determining the highest rate per acre-foot for water taken from the Santa Rosa Aqueduct or Petaluma Aqueduct. Seven and four hundred thirty-two one-thousandths percent (7.432%) of this per-acre-foot charge shall be Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 9
placed in the Russian River Projects Fund; two and four hundred seventyseven thousandths percent (2.477%) of this per-acre-foot charge shall be used, at the discretion of Sonoma Water, to pay for the costs of Common Facilities, to pay the Capital Costs of Aqueduct Facilities relating to the Santa Rosa or Petaluma Aqueducts, or to pay operations and maintenance costs; and the remainder shall be applied pursuant to the Restructured Agreement for Water Supply, with the water delivered to MMWD considered to be delivered from the Petaluma Aqueduct. (b) A per-acre-foot Russian River Conservation Charge in lieu of the property taxes levied by Sonoma Water on property in Sonoma County, to pay the capital, operation and maintenance costs associated with the Warm Springs Dam Project and the Russian River Project. The charge shall be determined annually on or before April 30 preceding each September 30.

The Russian River Conservation Charge shall be determined by multiplying the tax rate levied by Sonoma Water in the then current Fiscal Year to pay the costs associated with the Warm Springs Dam Project times the total assessed value of secured and unsecured property situated within the cities of Cotati, Petaluma, Rohnert Park, Santa Rosa and Sonoma, the Valley of the Moon Water District, and the Town of Windsor, and dividing the product by the total number of acre feet of water delivered to said public agencies pursuant to Section 3.1 and 3.3 of the Restructured Agreement for Water Supply, or any amendments or successor agreements thereto, during the twelve month period ending on March 31.
(c) A per-acre-foot Russian River Projects Charge in lieu of the property taxes levied on property in Sonoma County and other Sonoma Water general fund monies which are transferred by Sonoma Water to Sonoma Water’s Russian River Projects Fund and expended to pay for or partially pay for:
(1) carrying out Sonoma Water’s Coyote Valley Dam Project and Warm Springs Dam Project channel-stabilization works obligations to the United States Government and the State of California under Sonoma Water Board of Directors Resolutions No. 6847 adopted May 24, 1955, No. 7798 adopted September 27, 1955, No. DR00793-1 adopted September 25, 1961 and Resolution No DR68485 adopted December 23, 1980; (2) securing and defending appropriative water rights which are necessary for the realization of the full benefits of the Coyote Valley Dam and Warm Springs Dam Projects; (3) Sonoma Water’s share of the United States Government’s investment, operation and maintenance costs associated with the Coyote Valley Dam and Warm Springs Dam Projects; (4) the acquisition of all or part of the Potter Valley Project, contributions made to the Potter Valley Project owner, or its successor, to insure the continued operation of all or part of the Potter Valley Project or its successor; and (5) fishery mitigation and enhancement projects undertaken by Sonoma Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 10
Water in the Russian River and Eel River and their tributaries. The Russian River Projects Charge shall be determined by dividing the total amount of Sonoma Water monies expended from Sonoma Water’s Russian River Projects Fund in the preceding ten Fiscal Years, exclusive of the funds contributed to the Fund by MMWD and the North Marin Water Districts and interest earnings attributable to funds contributed by MMWD and the North Marin Water District, by the sum of the total acre-feet of water delivered by Sonoma Water to the cities of Cotati, Petaluma, Rohnert Park, Santa Rosa, and Sonoma, the Valley of the Moon Water District, and the Town of Windsor (plus amounts diverted by the Town of Windsor via its own facilities under Sonoma Water’s water rights) pursuant to Sections 3.1 and 3.3 of the Restructured Agreement for Water Supply, or any amendments or successor agreements thereto, during the preceding ten Fiscal Years and multiplying the quotient by the ratio that the assessed value of secured and unsecured property situated within the cities of Cotati, Petaluma, Rohnert Park, Santa Rosa and Sonoma, the Valley of the Moon Water District, and the Town of Windsor bears to the assessed value of all secured and unsecured property within Sonoma County, provided however, in no event shall the Russian River Projects Charge exceed $20.00 per acre-foot. Sonoma Water shall keep proper books, records and accounts in which complete and accurate entries shall be made of all Sonoma Water general fund monies transferred to Sonoma Water’s Russian River Projects Fund and all expenditures made from the fund for the purposes described in this paragraph. Sonoma Water shall maintain a separate account within the Russian River Projects Fund for monies contributed by MMWD and the North Marin Water District. Monies expended from the Russian River Projects Fund shall be deemed to have been expended from the MMWD and North Marin Water District account in the proportion that the balance of the account bears to the total Russian River Projects Fund balance at the end of the Fiscal Year quarter preceding the expenditure.
(d) A lump sum payment which shall be determined by multiplying the Russian River Conservation Charge times the difference between 14,300 acre-feet and the sum of the total acre-feet of water delivered under this agreement during the prior Fiscal Year plus the total acre-feet of water for which payments have been made in lieu of delivery pursuant to Section 5(f) of this Agreement during the prior Fiscal Year.
(e) A lump sum payment which shall be determined by multiplying the Russian River Projects Charge times the difference between 14,300 acrefeet and the sum of the total acre-feet of water delivered under this Agreement during the prior Fiscal Year plus the total acre-feet of water for which payments have been made in lieu of delivery pursuant to Section 5(f) of this Agreement during the prior Fiscal Year.

Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 11
(f) A lump sum payment, calculated as follows: If the total amount of water delivered to MMWD pursuant to this Agreement is less than 5,300 acrefeet in any Fiscal Year, then Sonoma Water shall include in the bill for the month of August the difference between the actual amount of water delivered during the previous Fiscal Year and 5,300 acre-feet, and MMWD shall pay for such amount at the same rate as though such water had been delivered, if and to the extent that such water was available to MMWD. Water shall be deemed to have been available to MMWD during the previous Fiscal Year if MMWD could have taken delivery of such water at any time during such Fiscal Year at delivery rates not exceeding available Transmission System capacity. Sonoma Water shall keep and make available for review by MMWD operating records indicating the availability of water to MMWD.
(g) MMWD Payment to Support Regional Water Resiliency. Within sixty (60) days following full execution of this Agreement, MMWD will pay to Sonoma Water an amount equal to Twelve Million Five Hundred Thousand Dollars ($12,500,000), a portion of which funds, specifically Nine Million Dollars ($9,000,000) will be used by Sonoma Water for projects to enhance water resiliency within the Russian River System. The remaining portion, Three Million Five Hundred Thousand Dollars ($3,500,000) will be used by Sonoma Water for projects to enhance Sonoma Water’s ability to deliver winter water. Sonoma Water shall be responsible for conducting any environmental review that may be required under the California Environmental Quality Act for all such projects. (h) Notwithstanding any dispute between Sonoma Water and MMWD, MMWD shall pay all bills made by Sonoma Water pursuant to this Agreement when due and shall not withhold all or any part of any amount billed pending the final resolution of such dispute. In the event of a dispute, MMWD may pay its bills under protest, and if necessary under the ultimate resolution of the dispute, Sonoma Water shall make an appropriate refund to MMWD, including interest on the overpaid amount at the rate obtained by Sonoma Water as a result of investment of the disputed amount. If MMWD does not pay any bill by the due date for such bill, then, in addition to the principal amount due, MMWD also shall pay Sonoma Water interest on this principal amount due, calculated from the due date until the payment date at the legal rate per annum established pursuant to section 685.010 of the Code of Civil Procedure.

Section 6: Construction of New Aqueduct.

Sonoma Water acknowledges that MMWD is evaluating the feasibility and efficacy of constructing, at MMWD’s sole cost and expense, a new aqueduct from the existing North Marin Aqueduct to MMWD’s Nicasio and/or Soulajule Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 12
Reservoirs to enhance water resiliency and reliability consistent with long term planning for the Russian River Project. MMWD will continue to actively communicate with Sonoma Water regarding project design and development and Sonoma Water and if requested by MMWD, will provide available information and data necessary to project planning and assessment of project benefits and impacts. In connection with the foregoing, MMWD will be solely responsible for the completion of any analysis required pursuant to the California Environmental Quality Act.

Section 7: Sonoma Water Petitions and Applications with State Water Resources Control Board.

MMWD acknowledges that the existing 75,000 acre foot per year limit on diversions and rediversions in Sonoma Water’s Water Right Permits does not allow Sonoma Water to utilize the entire yield of the Russian River Project, and that Sonoma Water may from time to time file petitions or applications with the State Water Resources Control Board (“State Board”) to increase this or future limits or otherwise provide water to Sonoma Water customers. MMWD also acknowledges that Sonoma Water has filed petitions with the State Board requesting changes in minimum instream flow requirements and other changes in its water rights permits to respond to hydrologic conditions or any environmental release requirements, or both. MMWD recognizes and agrees that it will be in the public interest for the State Board to grant such petitions and applications.

Section 8: Waiver and Indemnity.
(a) MMWD waives, releases and forever discharges Sonoma Water, its officers, agents and employees from any and all liabilities, claims, demands, losses and costs relating to any of the following: (1) any property damage or personal injury arising from any non-delivery of water requested by MMWD pursuant to this Agreement, or for any property damage or personal injury arising from the quality of water delivered pursuant to this Agreement, if such property damage or personal injury is caused by lack of available capacity in the Transmission System, drought, earthquake or other Act of God, strike or other labor dispute, partial or total dam, gate or tunnel loss, dam, gate or tunnel repairs, water pollution, or any factor beyond the control of Sonoma Water (whether or not such factor is listed in this sentence); and (2) any property damage or personal injury arising from any decision of Sonoma Water regarding: (a) determinations of the availability of water for sale by Sonoma Water to MMWD pursuant to this Agreement; (b) allocation of transmission system capacity; (c) proposed expansions of the Transmission System; or (d) repair (or non-repair) of the Potter Valley Project, Coyote Valley Dam or Warm Springs Dam. MMWD's waiver, release and discharge described in Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 13
this paragraph shall apply to any of the property damages or personal injuries described in this paragraph, whether or not such property damages or personal injuries were caused by Sonoma Water's negligence, unless such property damages or personal injuries resulted from Sonoma Water's negligence, willful misconduct or violation of law. (b) MMWD shall indemnify, hold harmless, protect and defend Sonoma Water, its officers, agents and employees from and against any and all liabilities, claims, demands, damages, losses, disabilities or expenses (including attorney fees and litigation costs) of every nature arising out of, or in connection with: (1) the lack of quantity of water that has been delivered by Sonoma Water to MMWD pursuant to this Agreement; or (2) the control, conveyance and disposition of water that has been delivered by Sonoma Water to MMWD pursuant to this Agreement. For the purposes of this section, the point of delivery shall be as specified in Section 3 of this Agreement. MMWD shall provide such indemnification, holding harmless, protection and defense whether or not such liabilities, claims, demands, damages, losses, disabilities or expenses are based on Sonoma Water's negligence, unless such liabilities, claims, demands, damages, losses, disabilities or expenses are based on Sonoma Water's sole negligence, willful misconduct or violation of law. (c) This section shall not apply to any construction activities, or construction contracts, relating to the construction described in Section 6of this Agreement. The provisions in this section regarding attorney fees shall not apply to any other section of this Agreement.

Section 9: Water Conservation; Coordination on Urban Water Management Planning.
(a) MMWD and Sonoma Water will comply with all applicable state laws related to water conservation planning and implementation, including the Urban Water Management Planning Act, Water Code sections 10610- 10655 (as such act now exists or in the future may exist). MMWD shall implement or use its best efforts to secure the implementation of any water conservation requirements that may be added as terms or conditions of Sonoma Water’s appropriative water rights permits or licenses, or with which the Agency must comply under compulsion of regulation or law.
(b) MMWD and Sonoma Water shall coordinate the preparation of their respective Urban Water Management Plans required by the Urban Water Management Planning Act. MMWD shall provide Sonoma Water MMWD’s projections of projected future water demands, conservation, recycled water use, and other non-Sonoma Water water supplies, and the Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 14
methodology and assumptions used by MMWD to produce those projections. Sonoma Water shall review the projections and may provide comments on the projections, and shall provide MMWD with projections of the amount of water to be provided by Sonoma Water to MMWD to be used in MMWD’s and the Sonoma Water’s Urban Water Management Plans, provided, however, that nothing in this Section 9, including any lack of compliance, shall impact the other provisions of this Agreement nor any obligation hereunder.

Section 10: Water Quality.

Water delivered by Sonoma Water to MMWD pursuant to this Agreement shall be of the same general quality as water delivered by Sonoma Water from the transmission system to the Water Contractors in compliance with California drinking water standards. Except as expressly stated in the preceding sentence, Sonoma Water does not make any express or implied warranty regarding the quality of the water delivered pursuant to this Agreement. The payment obligations of MMWD set forth in Section 5 shall not be affected in any manner by the quality of the water delivered by Sonoma Water hereunder.

Section 11: CEQA for Future Projects.

Pursuant to section 15051(d) of the State CEQA Guidelines, MMWD is designated as the lead agency under the California Environmental Quality Act for the construction of any new aqueduct to be constructed by MMWD pursuant to Section 6 of this Agreement. Sonoma Water is designated as the lead agency for any other projects north of Kastania Reservoir that Sonoma Water may construct to implement this Agreement.

Section 12: CEQA for this Agreement.

Pursuant to section 15061 of the California Environmental Quality Act (CEQA) Guidelines, the parties have evaluated this Agreement and have concluded that their approval of this Agreement is exempt from the provisions of CEQA under Section 15301 of the CEQA Guidelines because MMWD fully exercised its right to delivery of water under the 2015 Renewal Agreement, the not to exceed amount of water to which MMWD is entitled under this Agreement is unchanged from the amounts included under the 2015 Renewal Agreement and future levels of diversions and use of water by MMWD under this Agreement will not be significantly different from present levels of diversion and use. Accordingly, the parties will file, pursuant to CEQA Guidelines section 15062, notices of exemption with the Marin and Sonoma County Clerks and the State Clearinghouse of the Office of Planning and Research.

Section 13: Term.

Agenda Item #6.2:

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This Agreement supersedes the 2015 Renewal Agreement. This Agreement shall be effective on July 1, 2025 and shall remain in effect until June 30, 2040. Upon the request of MMWD, Sonoma Water agrees to enter into renewal agreements for periods not to exceed the then-existing term of the Restructured Agreement for Water Supply or any renewals or amendments to the Restructured Agreement for Water Supply upon the same terms and conditions contained herein, except that Sonoma Water may make reasonable adjustments to the charges under Section 5 of this Agreement, and any such reasonable adjustments then shall be included in any renewal agreement. Sonoma Water acknowledges that the expiration date of the Restructured Agreement for Water Supply is June 30, 2040. Based upon MMWD’s longstanding and ongoing participation and support of Sonoma Water’s Russian River Project, including lump sum capital payments and other payments made by MMWD in parity with Sonoma Water’s Water Contractors, Sonoma Water agrees to advocate to include MMWD in any discussions related to any renewal or extension of the Restructured Agreement for Water Supply. If at the expiration date of this Agreement and the Restructured Agreement for Water Supply has been terminated or has expired without either being renewed or replaced by another agreement pertaining to water supply, then upon the request of MMWD, Sonoma Water shall enter into renewal agreements for periods not to exceed forty (40) years upon the same terms and conditions contained herein, except that Sonoma Water may make reasonable adjustments to the charges under Section 5 of the Agreement and any such reasonable adjustment then shall be included in any renewal agreement.

Section 14: Modifications:

This writing is intended both as the final expression of the agreement between the parties hereto with respect to the included terms and conditions and as a complete and exclusive statement of the terms of the agreement. Pursuant to Code of Civil Procedure section 1856, no modification of the Agreement shall be effective unless and until such modification is evidenced by a writing signed by all parties.

Section 15: Equitable Remedies.

Because water is a scarce and precious resource, MMWD will not have an adequate remedy at law, and thus may request a court of competent jurisdiction to order equitable remedies, to compel Sonoma Water to deliver the water that MMWD is entitled to receive pursuant to this Agreement. Such equitable remedies shall be MMWD's sole and exclusive remedies in actions brought by MMWD relating to the amounts of water that Sonoma Water must deliver to MMWD pursuant to this Agreement.

Section 16: Notices.

All notices shall be in writing and notices and payments may be given by Agenda Item #6.2:

DRAFT, July 11, 2025 -- Page 16
personal delivery or by mail. Notices and payments sent by mail shall be addressed as follows:

To Sonoma Water:

General Manager,
Sonoma County Water Agency,
404 Aviation Boulevard, Santa Rosa, CA 95403;
To MMWD:

General Manager,
Marin Municipal Water District,
220 Nellen Avenue, Corte Madera, CA 94925
When so addressed, a notice shall be deemed given upon deposit in the United States Mail, postage prepaid. In all other instances, notices and payments shall be deemed given at the time of actual delivery. Changes may be made to the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section.

Section 17: Demand for Assurances. When reasonable grounds for insecurity arise with respect to the performance of either party, the other party may, in writing, demand adequate assurance of due performance and, until it receives such assurance, may, if commercially reasonable, suspend any performance for which the agreed return performance has not been received. "Commercially reasonable" includes not only the conduct of either party with respect to performance under this Agreement, but also conduct with respect to other agreements with the other party to this Agreement or others. After receipt of a justified demand, the failure to provide within a reasonable time, but not exceeding 30 days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement.

Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.

Section 18: No Third-Party Beneficiaries.

No third-party beneficiaries are intended or established by this Agreement.

Section 19: Representation by Counsel.

Sonoma Water and MMWD each was represented by independent counsel in the negotiation and execution of this Agreement. For the purposes of interpretation of this Agreement, neither party shall be deemed to have been the drafter of this Agreement.

Section 20: Merger.

Agenda Item #6.2:

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This Agreement is intended both as a final expression of the agreement between the parties hereto with respect to the included terms and conditions and as a complete and exclusive statement of the terms of the Agreement.

ATTEST: MARIN MUNICIPAL WATER DISTRICT
By:

Board Secretary Matt Samson, President
Board of Directors
Reviewed As To Form:

Molly MacLean
General Counsel
ATTEST: SONOMA COUNTY WATER AGENCY
By:

Deputy Clerk of the Chair, Board of Directors
Board of Directors
DATE:

Reviewed As To Substance By
Sonoma County Water Agency:

Grant Davis, General Manager
Reviewed As To Form:

Deputy County Counsel
Agenda Item #6.2:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 16 Jul 2025
Department
Community Development
Department
Staff Contact
Jennifer Gates, AICP
Community Development Director
Agenda Item Title
Adopt a Resolution Amending the FY25-26 Budget and Allocate $25,454 Within Fund 731 Senior Housing
Summary
Sonoma Creek Senior Housing Corporation, a California non-profit benefit corporation was formed for development and administration of affordable housing within the City limits. In 2000, the By-Laws were amended (attached) and the Articles of Incorporation were modified to change the name to the Sonoma Community Housing Corporation (SCHC).

According to the By-Laws the Board of Directors consists of 5 members and is supposed to meet annually for “organizational purposes or purposes of reorganization, for designations of officers, and the transaction of any other proper business.” (Bylaws (12/6/2000), Article VIII.) The Board may meet at any time throughout the year subject to notice requirements and the Brown Act. The Board of SCHC is comprised of two City Councilmembers, the City Manager, a staff member designated by the City Manager and a public member appointed by the City Council.

As a non-profit public benefit corporation, SCHC has numerous reporting requirements and currently oversight of one property – Sonoma Senior Creek Housing, a thirty-four-unit rental apartment complex for very low-income senior citizens located on Oregon Street. The operation of the apartment complex is currently contracted out to Burbank Housing. All accounting and finance for the complex is handled through the rental management Agreement (attached). In accordance with the Agreement, Burbank Housing must hire contractors for repairs outside normal maintenance and also must seek approval from the City for any expenditure over $2,500.

This year, Burbank Housing reached out to request funds for three large projects totaling $25,454: termite treatment ($4,129), heater ($16,650)* and fire suppression system repairs ($4,675).

1. Burbank Housing received an estimate for termite treatment. The total cost of $4,129 will cover one treatment and one prepaid treatment by Terminix.

2. Burbank Housing received an estimate from Peterson Mechanical for the replacement of a furnace and AC system for $14,800 plus $1,850 for permit fees, total of $16,650.

The permit fees are inclusive of the City permit costs and HERS testing. *The City will not charge city fees for our facilities, so we expect the cost to be a little less.

3. Burbank Housing received an estimate from Alpha Fire Suppression System to make repairs and modify the existing automatic fire sprinkler system. The total estimate is $4,675.

Agenda Item #7.2:

In Fund 731 Senior Housing there is currently $215,693 liquid cash available in the fund. Staff are requesting the approval of the three projects for a total of $25,454 to be allocated. At the July 7, 2025, meeting of the SCHC Board, the funding allocation was approved.

Recommended Council Action
Approve Resolution for the budget amendment to allocate the requested funds.

Alternative Actions
City Council Discretion.

Financial Impact
The budget increase of $25,454 in account 731-45001-404-60404 will be used to fund the three projects. Fund 731 has the funds available to allocate to increase the budget.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
CC Resolution Budget Amendment
Exhibit A
Termite Proposal
Community room AC Furnace Proposal
Fire Suppression System Repair Proposal
78-2000 Housing Corp Bylaws
SCSH Mgmt. Agreement
Agenda Item #7.2:

City of Sonoma
RESOLUTION # _______ - 2025

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA AMENDING THE FISCAL YEAR 2025-26 ADOPTED BUDGET
WHEREAS, on June 18, 2025, the City Council of the City of Sonoma adopted Resolution 37-2025 adopting the budget for Fiscal Year 2025-26; and WHEREAS, the changes in anticipated revenues and/or expenditures of the City of Sonoma necessitate amendments to the appropriations for Fiscal Year 2025-26; and WHEREAS, the budgeted expenditures do not exceed anticipated revenue and available fund balance; and
WHEREAS, the City Council has reviewed the proposed Fiscal Year 2025-26 budget amendment.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Sonoma that the budget amendment for Fiscal Year 2025-26 as contained in Exhibit A to this resolution are hereby adopted.

PASSED, RESOLVED, AND ADOPTED, at a Regular meeting of the City Council of the City of Sonoma on this 16th day of July 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
__________________________________
Patricia Ferrar-Rivas, Mayor
ATTEST:
__________________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.2:

Batch ID#:

Entered By:

Date:

Request Date: 7/7/2025 Fiscal Year: FY 25-26
Requesting Department: CDD
Adjustment Description:

Requestor: Jennifer Gates, Community Development Director Department Head Approval: Jennifer Gates, Community Development Director Date: 7/7/2025 Finance Review: Prapti Aryal, Finance Director Date:

City Manager Approval (if required)*: Date:

Net Adjustment:

Justification:

City Clerk Signature (if required)**: Date:

Budget Adjustment Form
Account Description of Adjustment Increase / (Decrease) Finance Department Use Only
Allocating funds for specific projects at Sonoma Senior Creek Housing (Burbank Housing)
Total Revenue Adjustments:

Account Description of Adjustment
731-45001-404-60404 Identified Maintenance Projects at Sonoma Senior Creek Housing Total Expenditure Adjustments: 25,454.00
* City Manager Approval required for transfers between departments within the same fund, any changes to salary/benefit budgets, or matching increases to revenue and expense budgets.
** City Clerk Signature indicates that the requested Budget Adjustment was approved by Council. -
Increase / (Decrease)
25,454.00
-

TOTAL DEBIT
Increase the budget to fund the three projects at Sonoma Creek Senior Housing for termite treatment ($4,129), furnace and ac unit ($16,650) and fire supression system repairs ($4,675).
25,454.00

TOTAL CREDIT
Agenda Item #7.2:

1 WOOD DESTROYING PESTS AND ORGANISMS INSPECTION REPORT Building No. Street, City, Zip Date of Inspection Number of Pages 809 OREGON ST, SONOMA, 95476 04/09/2025 7
TERMINIX INTERNATIONAL, BRANCH #2292
600 E TODD RD
SANTA ROSA,CA 95407
PH: 7077788030
Firm Registration No PR 0801
Report No.: 120928-040925185516-3071
Ordered by:

SONOMA CREEK SENIOR HOUSING
809 OREGON ST SONOMA CA 95476
Property Owner or Party of Interest:

SONOMA CREEK SENIOR HOUSING
809 OREGON ST SONOMA CA 95476
Report sent to:

SONOMA CREEK SENIOR HOUSING
809 OREGON ST SONOMA CA 95476
COMPLETE REPORT ☐ LIMITED REPORT ☒ SUPPLEMENTAL REPORT ☐ REINSPECTION REPORT ☐ General Description:
1 Story(s),Multiple Family Dwelling,No Garage,Occupied and Furnished Inspection Tag Posted:

Attic
Other Tags Posted:

No
An inspection has been made of the structure(s) shown on the diagram in accordance with the Structural Pest Control Act. Detached porches, detached steps, detached decks and any other structures not on the diagram were not inspected.

Subterranean Termites ☒ Drywood Termites ☐ Fungus / Dryrot ☐ Other Findings ☐ Further Inspection ☒ If any of the above boxes are checked, it indicates that there were visible problems in accessible areas. Read the report for details on checked items. (PLEASE SEE THE GRAPH DIAGRAM ON THE FOLLOWING PAGE)
Inspected by: PASION, RYAN State License No. FR 65545 Signature You are entitled to obtain copies of all reports and completion notices on this property reported to the Structural Pest Control Board during the preceding two years. To obtain copies contact: Structural Pest Control Board, 2005 Evergreen Street, Suite 1500, Sacramento, CA 95815 NOTE: Questions or problems concerning the above report should be directed to the manager of the company. Unresolved questions or problems with services performed may be directed to the Structural Pest Control Board at (916) 561-8708, (800) 737-8188 or www.pestboard.ca.gov. 43M-41 (REV. 04/2015) Agenda Item #7.2:

PETALUMA
600 E TODD RD
SANTA ROSA,CA 95407
7077788030
Contract #: 120928-040925185516-3071
Inspection Date: 04/09/2025
Inspector: PASION, RYAN
2 Scale 1:

This graph is a record of a visual, non-destructive inspection by Terminix of certain readily accessible areas of the identified property for visible termite infestation/damage. Terminix is not responsible for repairs to damages disclosed above. In addition, hidden damage may exist in concealed, obstructed or inaccessible areas. No attempt to remove siding, plastic or sheetrock insulation, carpeting, paneling, etc. to search for hidden damage was made. Terminix cannot guarantee that the damage disclosed by visual inspection of the premises shown above represents the entirety of the damage which may exist as of the date of the initial control application. Terminix shall not be responsible for repair of any existing damage including without limitation, any damage which existed in areas or in structural members which were not accessible for visual inspection as of the date of this graph.

Agenda Item #7.2:

PETALUMA
600 E TODD RD
SANTA ROSA,CA 95407
7077788030
Contract #: 120928-040925185516-3071
Inspection Date: 04/09/2025
Inspector: PASION, RYAN
3 GENERAL NOTES:

Please see general notes following the findings and recommendations for additional conditions governing this report.

READ THIS DOCUMENT. It explains the scope and limitations of a Structural Pest Control Inspection and Wood Destroying Pest and Organism Inspection Report.

A Wood Destroying Pest and Organism Inspection Report contains findings as to the presence or absence of evidence of wood destroying insects or organisms (fungi/rot) in visible and accessible areas on the date of inspection. It contains our recommendations for correcting any infestations, infections or conditions found. The contents of the Wood Destroying Pest and Organism Inspection Report are governed by the Structural Pest Control Act and the rules and regulations of the Structural Pest Control Board.

NOTE: THE FOLLOWING AREAS, WHEN THEY EXIST, ARE CONSIDERED INACCESSIBLE FOR INSPECTION: THE

INTERIORS OF HOLLOW WALLS AND ALL ENCLOSED SPACES BETWEEN A FLOOR OR PORCH DECK AND THE CEILING OR SOFFIT BELOW; AREAS BETWEEN ABUTTING/ATTACHED ROW HOUSES, TOWNHOUSES, CONDOMINIUMS AND SIMILAR STRUCTURES; PORTIONS OF THE ATTIC CONCEALED OR MADE INACCESSIBLE BY INSULATION; PORTIONS OF THE ATTIC CONCEALED OR MADE INACCESSIBLE BY DUCTING, PORTIONS OF THE ATTIC OR ROOF CAVITY CONCEALED DUE TO AN INADEQUATE CRAWL SPACE; THE INTERIORS OF BOXED EAVES; EAVES CONCEALED BY PATIO COVERS OR OTHER ABUTMENTS; PORTIONS OF THE SUBAREA CONCEALED OR MADE INACCESSIBLE BY INSULATION; PORTE COCHERES; ENCLOSED BAY WINDOWS; AREAS BENEATH WOOD FLOORS OVER CONCRETE; AREAS CONCEALED BY BUILT-IN CABINET WORK; AREAS CONCEALED BY FLOOR COVERINGS, SUCH AS WALL-TO-WALL CARPETING, LINOLEUM, CERAMIC TILE, ETC.; AND AREAS CONCEALED BY BUILT-IN APPLIANCES.

NOTE: THE FOLLOWING AREAS, WHEN THEY EXIST, ARE CONSIDERED INACCESSIBLE FOR INSPECTION: AREAS CONCEALED BY INTERIOR FURNISHINGS; AREAS CONCEALED BY FLOOR COVERINGS, SUCH AS AREA RUGS, THROW RUGS, BATH AND KITCHEN MATS, ETC.; AREAS CONCEALED BY FREE STANDING APPLIANCES; AREAS CONCEALED BY STORAGE; AREAS CONCEALED BY HEAVY VEGETATION; AND AREAS WHERE LOCKS PREVENTED ACCESS. THESE AREAS WILL BE INSPECTED FOR A FEE, IF THEY ARE MADE ACCESSIBLE AT THE OWNER’S EXPENSE. A SUPPLEMENTAL REPORT WILL BE ISSUED AND ANY FINDINGS AND RECOMMENDATIONS WILL BE LISTED ALONG WITH ESTIMATES FOR REPAIR AND/OR TREATMENT, IF WITHIN THE SCOPE OF THIS COMPANY’S OPERATIONS. NO OPINION IS RENDERED CONCERNING CONDITIONS IN THE AREAS AT THIS TIME.

NOTE: INSPECTIONS ARE MADE AND REPORTS ARE ISSUED ON THE BASIS OF WHAT WAS VISIBLE AND ACCESSIBLE AT THE TIME OF THE INSPECTION. THE ABSENCE OF VISIBLE EVIDENCE OF WOOD DESTROYING

ORGANISMS IN THE VISIBLE AND ACCESSIBLE PORTIONS OF THE STRUCTURE IS NO ASSURANCE THAT WOOD

DESTROYING ORGANISMS ARE NOT PRESENT IN INACCESSIBLE AREAS NOR THAT FUTURE INFESTATIONS WILL NOT OCCUR. THEREFORE, WE DO NOT ASSUME ANY RESPONSIBILITY FOR THE PRESENCE OF WOOD DESTROYING

ORGANISMS, OR DAMAGE DUE TO SUCH ORGANISMS, IN AREAS THAT WERE NOT VISIBLE AND ACCESSIBLE AT THE TIME OF THE INSPECTION OR THAT MAY OCCUR IN THE FUTURE.

NOTICE: THIS COMPANY WILL REINSPECT REPAIRS DONE BY OTHERS WITHIN FOUR MONTHS OF THE ORIGINAL INSPECTION.

A CHARGE, IF ANY, CAN BE NO GREATER THAN THE ORIGINAL INSPECTION FEE FOR EACH INSPECTION. THE REINSPECTION MUST BE DONE WITHIN TEN WORKING DAYS OF REQUEST. THE REINSPECTION IS A VISUAL INSPECTION AND IF INSPECTION

OF CONCEALED AREAS IS DESIRED, INSPECTION OF WORK IN PROGRESS WILL BE NECESSARY, ANY GUARANTEES MUST BE RECEIVED FROM PARTIES PERFORMING THE REPAIRS.

NOTE: A VISUAL INSPECTION WAS PERFORMED AND THE INSPECTOR DID NOT DEFACE NOR PROBE INTO

FINISHED WINDOW OR DOOR FRAMES, TRIM WORK, FLOOR COVERINGS, WALLS, CEILINGS, OR OTHER FINISHED SURFACES.

NOTE: THE EXTERIOR AREAS OF THIS STRUCTURE WERE VISUALLY INSPECTED FROM THE GROUND LEVEL. AREAS

OF THE EXTERIOR THAT EXHIBITED VISIBLE SIGNS OF INFESTATION, INFECTION, OR DAMAGE FROM SAME WILL BE DESCRIBED IN THE BODY OF THIS REPORT.

NOTE: IF ANY INFESTATION, INFECTION, OR DAMAGE IS DISCOVERED IN A CONCEALED AREA DURING THE

COURSE OF PERFORMING ANY RECOMMENDATION IN THIS REPORT, THIS COMPANY WILL ISSUE A SUPPLEMENTAL REPORT. THIS COMPANY IS NOT RESPONSIBLE FOR CONTROLLING SUCH INFESTATIONS OR INFECTIONS OR FOR REPAIRING SUCH DAMAGE. IF THE ADDITIONAL WORK REQUIRED IS WITHIN THE SCOPE OF THIS COMPANY’S OPERATIONS, A COST ESTIMATE WILL BE PROVIDED WITH THE SUPPLEMENTAL REPORT.

NOTE: THE OWNER OF THIS PROPERTY HAS CERTAIN RESPONSIBILITIES REGARDING THE NORMAL MAINTENANCE THAT PERTAINS TO THE DETERRENCE OF WOOD DESTROYING ORGANISMS. THESE NORMAL MAINTENANCE PROCEDURES INCLUDE, BUT ARE NOT LIMITED TO: MAINTENANCE OF THE ROOF, GUTTERS, AND DOWNSPOUTS; CAULKING AROUND DOORS, WINDOWS, VENTS, TUB AND SHOWER ENCLOSURES; KEEPING SOIL LEVELS BELOW THE TOP OF THE FOUNDATIONS; KEEPING STORED ITEMS (INCLUDING FIREWOOD) AT LEAST TWELVE (12) INCHES AWAY FROM THE STRUCTURE; ADJUSTING SPRINKLERS SO THAT THEY DO NOT SPRAY ONTO THE STRUCTURE; PROHIBITING SOIL FROM CONTACTING THE WOOD COMPONENTS OF THE STRUCTURE; AND PREVENTING VEGETATION OR OTHER ITEMS FROM BLOCKING VENTS.

NOTE: Limited Report
NOTE: This is a limited inspection and report at the request of SONOMA CREEK SENIOR HOUSING, and is limited to the following areas(s): Exterior and unit 801. In view of the fact that this is a limited inspection, it is recommended that this Agenda Item #7.2:

PETALUMA
600 E TODD RD
SANTA ROSA,CA 95407
7077788030
Contract #: 120928-040925185516-3071
Inspection Date: 04/09/2025
Inspector: PASION, RYAN
4 company be authorized to make a complete inspection of the structure and furnish a complete report.

SEE BELOW FOR YOUR FINDINGS AND RECOMMENDATIONS:

Subterranean Termites
Item 1A
FINDING: Subterranean termites have damaged Mud coming out of stucco at/in Front entrance.

RECOMMENDATION: Remove the damaged wood member(s). Replace the damaged wood members with new material. See Recommendations in this report for the control of subterranean termites.

Item 1B
FINDING: Evidence of subterranean termites noted at/in Front entrance.

RECOMMENDATION: Remove accessible termite shelter tubes with the exception of active shelter tubes which are used for the installation of above ground bait stations.

RECOMMENDATION: Locally treat the soil at Front door bottom trim with an approved termiticide and install a subterranean termite baiting system for the control of subterranean termites. Installation of a termite baiting system will require periodic monitoring by Terminix technician.

Item 1C
FINDING: Evidence of subterranean termites noted at/in Front entrance door.

RECOMMENDATION: Remove accessible termite shelter tubes.

RECOMMENDATION: Locally treat the soil at Front entrance with an approved termiticide for the control of subterranean termites. This treatment will not control/prevent infestation of subterranean termites in non-treated areas. The guaranty is limited to the treated area(s) only and is not renewable.

NOTE: A full and complete treatment of the entire structure for the control of subterranean termites is available and will be quoted upon request. Upon completion of the full and complete treatment, the entire structure will be warranted against subterranean termite infestation for an initial period of one year. The warranty may be extended, from year to year, upon payment of a nominal annual fee.

NOTE: The recommendation immediately above is being made at the request of Property manager and is a secondary recommendation in lieu of the primary recommendation, which appears above the finding associated with the secondary recommendation. This secondary recommendation is considered to be below industry standard.

Item 1D
FINDING: Evidence of subterranean termites noted at/in Front entrance door.

RECOMMENDATION: Remove accessible termite shelter tubes.

RECOMMENDATION: Chemically treat the soil at all probable termite entry points in the entire structure with an approved termiticide for the control of subterranean termites.

Item 1E
FINDING: Subterranean termites have damaged Door trim at/in Front entrance door.

RECOMMENDATION: Remove the damaged wood member(s). Replace the damaged wood members with new material. See Recommendations in this report for the control of subterranean termites.

Further Inspection
Agenda Item #7.2:

PETALUMA
600 E TODD RD
SANTA ROSA,CA 95407
7077788030
Contract #: 120928-040925185516-3071
Inspection Date: 04/09/2025
Inspector: PASION, RYAN
5 Item 5A
FINDING: Evidence of Subterranean Termites was noted at/in Front entrance which appears to extend into inaccessible areas.

RECOMMENDATION: Open inaccessible areas for further inspection. Upon further inspection, a supplemental report will be issued and any findings and recommendations will be listed along with estimates for repair and/or treatment, if within the scope of this company’s operations.

Item 5B
FINDING: Evidence of Subterranean Termites was noted at/in Front entrance door which appears to extend into inaccessible areas.

RECOMMENDATION: Open inaccessible areas for further inspection. Upon further inspection, a supplemental report will be issued and any findings and recommendations will be listed along with estimates for repair and/or treatment, if within the scope of this company’s operations.

Agenda Item #7.2:

PETALUMA
600 E TODD RD
SANTA ROSA,CA 95407
7077788030
Contract #: 120928-040925185516-3071
Inspection Date: 04/09/2025
Inspector: PASION, RYAN
6 GENERAL NOTES:

NOTE: THE EXTERIOR SURFACE OF THE ROOF HAS NOT BEEN INSPECTED. IF YOU WANT THE WATER TIGHTNESS OF THE ROOF

DETERMINED, YOU SHOULD CONTACT A ROOFING CONTRACTOR WHO IS LICENSED BY THE CONTACTORS STATE LICENSE BOARD.

NOTICE: REPORTS ON THIS STRUCTURE PREPARED BY VARIOUS REGISTERED COMPANIES SHOULD LIST THE SAME FINDINGS (I.E. TERMITE INFESTATION, TERMITE DAMAGE, FUNGUS DAMAGE, ETC.). HOWEVER, RECOMMENDATIONS TO CORRECT THESE FINDINGS MAY VARY FROM COMPANY TO COMPANY. YOU HAVE A RIGHT TO SEEK A SECOND OPINION FROM ANOTHER COMPANY.

NOTICE TO OWNER: UNDER THE CALIFORNIA MECHANICS LIEN LAW, ANY STRUCTURAL PEST CONTROL COMPANY

WHICH CONTRACTS TO DO WORK FOR YOU, ANY CONTRACTOR, SUBCONTRACTOR, LABORER, SUPPLIER, OR

OTHER PERSON WHO HELPS TO IMPROVE YOUR PROPERTY, BUT IS NOT PAID FOR HIS OR HER WORK OR

SUPPLIES, HAS A RIGHT TO ENFORCE A CLAIM AGAINST YOUR PROPERTY, THIS MEANS THAT AFTER A COURT

HEARING, YOUR PROPERTY COULD BE SOLD BY A COURT OFFICER AND THE PROCEEDS OF THE SALE USED TO SATISFY THE INDEBTEDNESS. THIS CAN HAPPEN EVEN IF YOU HAVE PAID YOUR STRUCTURAL PEST CONTROL COMPANY IN FULL IF THE SUBCONTRACTOR, LABORERS, OR SUPPLIERS REMAIN UNPAID.

TO PRESERVE THEIR RIGHT TO FILE A CLAIM OR LIEN AGAINST YOUR PROPERTY, CERTAIN CLAIMANTS SUCH AS

SUBCONTRACTORS OR MATERIAL SUPPLIERS ARE REQUIRED TO PROVIDE YOU WITH A DOCUMENT ENTITLED PRELIMINARY NOTICE. PRIME CONTRACTORS AND LABORERS FOR WAGES DO NOT HAVE TO PROVIDE THIS NOTICE. A PRELIMINARY NOTICE IS NOT A LIEN AGAINST YOUR PROPERTY. ITS PURPOSE IS TO NOTIFY YOU OF PERSONS WHO MAY HAVE A RIGHT TO FILE A LIEN AGAINST YOUR PROPERTY IF THEY ARE NOT PAID.

NOTE: IF DURING THE COURSE OF PERFORMING ANY REPAIRS, ANY FIXTURE OR PLUMBING IS FOUND TO BE

UNSERVICEABLE, DAMAGED, OR DEFECTIVE, THERE WILL BE AN ADDITIONAL CHARGE FOR REPAIR AND/OR REPLACEMENT, AS NECESSARY.

NOTE: IT IS RECOMMENDED THAT BUILDING PERMITS BE OBTAINED FOR ALL WORK REQUIRING PERMITS, PRIOR TO BEGINNING THE RECOMMENDED REPAIRS. FOR INFORMATION CONCERNING THE BUILDING DEPARTMENT AND PERMIT REQUIREMENTS, CONTACT THE LOCAL BUILDING DEPARTMENT. WORK PERFORMED AS REQUIRED UNDER

PERMIT FROM THE BUILDING DEPARTMENT SHOULD BE APPROVED, ACCEPTED, AND SIGNED OFF BY THE DEPARTMENT PRIOR TO CONSIDERING SUCH WORK TO BE COMPLETED. THE BUILDING DEPARTMENT MAY REQUIRE INSTALLATION OF SMOKE/HEAT DETECTORS AS A CONDITION OF OBTAINING A BUILDING PERMIT.

Some structures may not comply with building code requirements or may have structural, plumbing, electrical, heating and air conditioning, or other defects that do not pertain to wood destroying organisms. A Wood Destroying Pest and Organism Inspection Report does not contain information about such defects as they are not within the scope of the license of the inspector or the company issuing this report. Nor does a Wood Destroying Pest and Organism Inspection Report contain information about asbestos or any other environmental or safety hazard. Should interested parties desire opinions regarding these items, it is recommended that the owner engage the services of a reputable whole house inspection company.

This property was not inspected for the presence or absence of health related molds or fungi. By California law, we are neither qualified, authorized, nor licensed to inspect for health related molds or fungi. If you desire information about the presence or absence of health related molds or fungi, you should contact an industrial hygienist.

The Structural Pest Control Board Mold Policy Statement is as follows:
“Molds, sometimes called mildew, are not wood-destroying organisms. Branch 3 licensees do not have a duty under the Structural Pest Control Act and related regulations to classify molds as harmful to human health or not harmful to human health. This does not modify the Structural Pest Control Act or related regulations.” This statement is being provided to you for informational purposes.

Agenda Item #7.2:

7 NOTICE TO OWNER / TENANT
State law requires that you be given the following information:

CAUTION – PESTICIDES ARE TOXIC CHEMICALS. Structural Pest Control Companies are registered and regulated by the Structural Pest Control Board, and apply pesticides which are registered and approved for use by the California Department of Pesticide Regulation and the United States Environmental Protection Agency. Registration is granted when the state finds that based on existing scientific evidence there are no appreciable risks if proper use conditions are followed or that the risks are outweighed by the benefits. The degree of risk depends upon the degree of exposure, so exposure should be minimized.

If within 24 hours following application, you experience headache, dizziness, nausea, tearing, coughing, nose and throat irritation or develop shortness of breath, double vision, unusual drowsiness and weakness, or tremors, contact your physician or poison control center (see below) and your pest control operator immediately. If rodenticide ingestion occurs, you may experience symptoms of mild shock and/or bleeding.

For further information, contract any of the following:

Terminix International 1-800-TERMINIX
Poison Control Center 1-800-876-4766
Regulatory information - Structural Pest Control Board 1-916-561-8700 2005 Evergreen St, Ste. 1500, Sacramento, CA 95815-3831

HEALTH QUESTIONS - CALIFORNIA COUNTY AGRICULTURAL COMMISSIONERS Alameda (510) 670-5232 Marin (415) 499-6700 San Luis Obispo (805) 781-5910 Alpine (see El Dorado) Mariposa (209) 966-2075 San Mateo (650) 363-4700 Amador (209) 223-6487 Mendocino (707) 463-4208 Santa Barbara (805) 681-5600 Butte (530) 538-7381 Merced (209) 385-7431 Santa Clara (408) 918-4600 Calaveras (209) 754-6504 Modoc (530) 233-6401 Santa Cruz (831) 763-8080 Colusa (530) 458-0580 Mono See Inyo County Shasta (530) 224-4949 Contra Costa (925) 646-5250 Monterey (831) 759-7325 Sierra See Plumas County Del Norte (707) 464-7235 Napa (707) 253-4357 Siskiyou (530) 841-4025 El Dorado (530) 621-5520 Nevada (530) 273-2648 Solano (707) 784-1310 Fresno (559) 456-7510 Orange (714) 995-0100 Sonoma (707) 565-2371 Glenn (530) 934-6501 Placer (530) 889-7372 Stanislaus (209) 525-4730 Humboldt (707) 445-7223 ext. 0 Plumas (530) 283-6365 Sutter (530) 822-7500 Imperial (760) 482-4314 Riverside (951) 955-3045 Tehama (530) 527-4504 Inyo (760) 873-7860 Sacramento (916) 875-6603 Trinity (530) 623-1356 Kern (661) 868-6300 San Benito (831) 637-5344 Tulare (559) 685-3323 Kings (559) 582-3211 #2831 San Bernardino (909) 387-2105 Tuolumne (209) 533-5691 Lake (707) 263-0217 San Diego (858) 694-2739 Ventura (805) 388-4222 Lassen (530) 251-8110 San Francisco (415) 252-3830 Yolo (530) 666-8140 Los Angeles (626) 575-5466 San Joaquin (209) 468-3300 Yuba (530) 749-5400 Madera (559) 675-7876

APPLICATION INFORMATION - CALIFORNIA COUNTY HEALTH DEPARTMENTS Alameda (510) 267-8000 Madera (559) 675-7893 San Joaquin (209) 468-3411 Alpine (530) 694-2146 Marin (415) 499-3696 San Luis Obispo (805) 781-5500 Amador (209) 223-6407 Mariposa (209) 966-3689 San Mateo (650) 573-2764 Berkley City (510) 981-5310 Mendocino (707) 472-2600 Santa Barbara (805) 681-5102 Butte (530) 538-7581 Merced (209) 381-1200 Santa Clara (408) 792-5040 Calaveras (209) 754-6460 Modoc (530) 233-6311 Santa Cruz (831) 454-4000 Colusa (530) 458-0380 Mono (760) 932-7485 Shasta (530) 225-5591 Contra Costa (925) 957-5400 Monterey (831) 755-4500 Sierra (530) 993-6701 Del Norte (707) 464-3191 Napa (707) 253-4231 Siskiyou (530) 841-4040 ext. 0 El Dorado (530) 621-6100 Nevada (530) 265-1450 Solano (707) 784-8600 Fresno (559) 445-0666 Orange (714) 834-8180 Sonoma (707) 565-4567 Glenn (530) 934-6588 Pasadena (626) 744-6004 Stanislaus (209) 558-5670 Humboldt (707) 445-6200 Placer (530) 889-7141 Sutter (530) 822-7215 Imperial (760) 482-4438 Plumas (530) 283-6337 Tehama (530) 527-6824 Inyo (760) 783-7868 Riverside (951) 782-2974 Trinity (530) 623-8209 Kern (661) 868-0302 Sacramento (916) 875-5881 Tulare (559) 737-4660 ext. 0 Kings
(559) 584-1402 - Ask for “Nurse of
the Day” San Benito
(831) 637-5367 Tuolumne(209) 533-7400
Lake (707) 263-8929 San Bernardino (909) 387-6280 Ventura (805) 677-5200 Lassen (530) 251-8183 San Diego (619) 515-6555 Yolo (530) 666-8645 Long Beach City (562) 570-4000 San Francisco (415) 554-2500 Yuba (530) 741-6366 Los Angeles (213) 240-8117
One or more of the following chemicals may be applied to your property:

ADVANCE (Diflubenzuron) BOR-RAM (Disodium Octaborate Tetrahydrate) BORA-CARE (Disodium Octaborate Tetrahydrate) BORATHOR (Disodium Octaborate Tetrahydrate) CIMEXA (Silicon Dioxide) CY-KICK (Cyfluthrin) DRAGNET SFR(Permethrin) DRIONE INSECTICIDE DUST (Amor, Silica Aerogel, Pyrethrins, Piperonyl Butoxide) PHANTOM (Chlorfenapyr) PRELUDE (Permethrin) PREMISE 75 INSECTICIDE (Imidacloprid) PT TRI-DIE DUST (Amor, Silica Aerogel, Pyrethrins, Piperonyl Butoxide) RECRUIT HD (Noviflumuron) TAP INSULATION (Orthoboric Acid) TEMPO WP (Cyfluthrin) TEMPO SC ULTRA (Cyfluthrin) TIM-BOR (Disodium Octaborate Tetrahydrate) TERMIDOR (Fipronil) TTRELONA (Novaluron) VIKANE (Sulfuryl Fluoride) NOTE: Chloropicrin is use as a warning agent on all structural fumigations.

Thank you for calling Terminix. Should you have any questions regarding this report, please call 1-800-TERMINIX.

Agenda Item #7.2:

PETALUMA
600 E TODD RD
SANTA ROSA,CA 95407
7077788030
Contract #: 120928-040925185516-3071
Inspection Date: 04/09/2025
Inspector: PASION, RYAN
Ultimate Protection Home Pest Inspection
Please pay special attention to findings and comments below as these may indicate conditions that can lead to termite and pest problems.

EXTERIOR INSPECTION

PROPERTY DETAILS
Linear Feet: 275 Built Pre 1985: ☐ Primary Use:

Muti-Family
Structure
# of Stories: 1 Roof Type: Shingle Roof Foundation Type: Concrete Construction Type: Monolithic Slab Siding: Wood Industry Type:

Real Estate -
Multi Family
Square Footage: 4000 Lot Size: # of Gas Meters:

Cubic Feet: Eave Height: Peak Height:

PROPERTY HAS A:

Cistern: French Drain: Well:

Visible Pond, Lake, Stream, or Waterway: Sprinkler System Present:

Exterior Slab (False Porch) Over Basement Area: Gas Meter Have 3’ Clearance:

CONDUCIVE CONDITIONS
Indications of pests, rodents, termites,
wildlife, or other wood-destroying pests?
☒ Live Subterranean Termites
Found?
☒
Damage Found? ☒ Trees/shrubs on or against
home?
☒
Conditions on or around foundation
conducive to termite attack?
☒ Foundation slab/wall visible? ☒
Conditions allowing water to collect around
structure?
☒ Openings large enough for
pest/rodent/wildlife entry?
☒
Gutters and downspouts clear of debris and
standing water?
☒ Siding Less Than 6" From
Grade:
☒
Styrofoam Insulation or "DRI-VIT" Below
Grade?
☐ Wood embedded in concrete? ☒
Breeding Sites:

Homeowner
Name:

SONOMA CREEK SENIOR

HOUSING
Address: 809 OREGON ST
City State Zip: SONOMA, CA,95476
Home Phone: 7079965144
Work Phone:

Agenda Item #7.2:

PETALUMA
600 E TODD RD
SANTA ROSA,CA 95407
7077788030
Contract #: 120928-040925185516-3071
Inspection Date: 04/09/2025
Inspector: PASION, RYAN

INTERIOR INSPECTION

PROPERTY DETAILS
Sump Pump: A/C - Heat Ducts in or Below Slab:

Plenum A/C - Heat System: Radiant Heat:

CONDUCIVE CONDITIONS
Indications Of Pests, Rodents, Termites,
Wildlife, Or Other Wood-Destroying Pests? ☒ Live Subterranean Termites Found? ☒ Damage Found? ☒ Obvious Signs Of Leaks? ☐
Musky Odors? ☐ Bath Traps Installed Where Applicable? ☐ Wall Separation/Cracks? ☒ Sagging Or Bouncing Floors? ☐ ATTIC
Number Of Attics: 1 Attic Access Location: Inside - Hatch Indications Of Pests, Rodents, Termites, Wildlife, Or Other Wood-Destroying Pests? ☐ Adequate Ventilation? Obvious Signs Of Leaks?
Attic Vents Screened? Asbestos Present?

CRAWL SPACE
Number Of Crawl Spaces: Crawl Space Access Location: None Height Of Crawl Space: High Point Of Crawl Space: Low Point Of Crawl Space:

Distance Between Joists: Depth Of Joists: # of electrical connections:

Indications of pests, rodents, termites, wildlife, fungi, or other wood-destroying pests? ☒ Wood debris, stored material or structure/ground contact? Excessive Moisture? Visible Plumbing Leaks? Cracked foundation walls/supports?
Sagging Or Cracked Floor
Joists?
Wood-Earth Contact? Wood Debris In Crawl
Space?
Inadequate Ventilation In
Crawl Space?
Wood Embedded In
Concrete?
Entire Crawl Space
Accessible?
INSPECTOR’S STATEMENT OF VISIBLE DAMAGE
Front entrance trim Date: 04/09/2025
TECHNICIAN’S STATEMENT OF VISIBLE DAMAGE
Date:

Agenda Item #7.2:

PETALUMA
600 E TODD RD
SANTA ROSA,CA 95407
7077788030
Contract #: 120928-040925185516-3071
Inspection Date: 04/09/2025
Inspector: PASION, RYAN
Scale 1:

This graph is a record of a visual, non-destructive inspection by Terminix of certain readily accessible areas of the identified property for visible termite infestation/damage. Terminix is not responsible for repairs to damages disclosed above. In addition, hidden damage may exist in concealed, obstructed or inaccessible areas. No attempt to remove siding, plastic or sheetrock insulation, carpeting, paneling, etc. to search for hidden damage was made. Terminix cannot guarantee that the damage disclosed by visual inspection of the premises shown above represents the entirety of the damage which may exist as of the date of the initial control application. Terminix shall not be responsible for repair of any existing damage including without limitation, any damage which existed in areas or in structural members which were not accessible for visual inspection as of the date of this graph.

Agenda Item #7.2:

PETALUMA
600 E TODD RD
SANTA ROSA,CA 95407
7077788030
Contract #: 120928-040925185516-3071
Inspection Date: 04/09/2025
Inspector: PASION, RYAN
Agenda Item #7.2:

PETALUMA
600 E TODD RD
SANTA ROSA,CA 95407
7077788030
Contract #: 120928-040925185516-3071
Inspection Date: 04/09/2025
Inspector: PASION, RYAN

FLOOR PLAN LEGEND

PROPERTY ELEMENTS
Exterior Gas
Grill Water Shut-Off Sprinkler Shut-Off Gas Meter
Air Conditioner Exterior New
Paint
Exterior Weather
Door Foam Board Insulation
French Drain Finished Garage
Wall Interior New Paint Stall Shower
Stump Sump Pump Visible Waterway Zero Property Line

KEY TO EVIDENCE
Access Holes
Allowing Pest
Entry
Ant Activity Bed Bug Activity Bird Activity
Carpenter Ants
Fume
Carpenter Ants
Local Treatment
Carpenter Bee Local
Treatment Cellulose Debris
Cistern Cracks In
Foundation Wall Cracks In Stucco Dampwood Termites
Drywood
Termites Local
Treatment
Drywood
Termites
(Existing
Customer)
Drywood Termites
Preventative
Treatment
Drywood Termites
Fumigation
Earth Contact Excessive
Moisture
Excessive Moisture
In Subarea
Exterior Slab Over Basement
Area
Faulty Grade Faulty Grade At
Vent
Faulty Grade Flash
Wall Firewood At Foundation
Flaking Peeling
Wall Flies Fungus Gnaw Marks/Debris(Rodent)
Heavy
Vegetation
Inaccessible
Area(s) Attic:

Duct Work
Inaccessible Area(s)
Attic: Insulation
Inaccessible Area(s) Attic:

No Clearance
Inaccessible
Area(s) Attic:

No Opening
Inaccessible
Area(s) Attic:

Storage
Inaccessible Area(s)
Attic: Closet
Storage
Inaccessible Area(s) Attic:

High Temp
Inaccessible
Area(s) Deck:

No Clearance
Inaccessible
Area(s) Deck:

No Clearance
Inaccessible Area(s)
Garage: Storage Inaccessible Area(s)
Inaccessible
Subarea
Inadequate
Ventilation Large Gaps Mice
Mosquitoes
Missing
Screens/Vent
Covers
Plumbing Leak Powder Post Beetles Fume
Roaches Rodents Rodent Droppings Rodent Tunneling In
Insulation
Rodent
Tunneling Under
Slab Or
Concrete Pad
Rodent Waste
(Droppings) Rub Marks (Rodent) Siding Less Than 6" FromGrade Spiders Standing Water
in Subarea Stucco Below Grade Styrofoam Insulation Or DRIVit Below Grade Subterranean
Termites
(Existing
Customer)
Subterranean
Termites
Preventative
Treatment
Subterranean
Termites Liquid
Treatment
Subterranean Termites Local
Treatment
Subterranean
Termites
Curative Bait
Vent Below
Grade Water Stains Water Stains: Deck Stucco
Water Stains:

Garage Ceiling
Water Stains:

Attic Wildlife Wood Embedded InConcrete
Agenda Item #7.2:

PETALUMA
600 E TODD RD
SANTA ROSA,CA 95407
7077788030
Contract #: 120928-040925185516-3071
Inspection Date: 04/09/2025
Inspector: PASION, RYAN

FLOOR PLAN LEGEND

GENERAL TREATMENT SPECIFICATIONS
Trench or trench/rod soil adjacent to exterior
foundation walls
Vertically drill exterior attached slabs and treat soil beneath along point of attachment
Excavate soil beneath dirt-filled porch slab at
point(s) of attachment to the structure and
treat soil beneath
Vertically drill the dirt-filled porch slab and treat the soil beneath the slab along the point(s) of
attachment to the structure
Drill the exterior foundation wall of a crawl space or basement from the inside and treat the soil immediately beneath the dirt-filled porch slab by short-rodding along the point(s) of attachment to the structure Drill through each side of the dirt-filled porch foundation wall per product label specifications and treat the soil immediately beneath the dirt-filled porch slab by short-rodding along the entire inside perimeter of the DFP
Drill foundation walls of the dirt-filled porch and treat the soil immediately beneath the slab by long-rodding adjacent to the entire inside perimeter of the DFP
Trench, remove, and treat soil by the Backfill
Method (see label)
Drill and treat voids of a double brick foundation
wall per product label specifications
Drill and treat voids of a stone foundation wall
per product label specifications
Drill and treat voids of a triple brick foundation wall per product label specifications
Drill and treat voids of a hollow block
foundation wall per product label
specifications
Drill and treat voids of a brick veneer foundation
wall per product label specifications
Drill and treat all voids of a chimney per
product label specifications
Drill and treat a subterranean termite infested
wooden sill or plate
Drill and treat a subterranean termite infested
wooden joist/s
Drill into voids of termite infested wood and inject
product into inaccessible voids ,termite galleries
and nests
Make small openings into termite shelter
tubes and inject product inside
Make multiple openings into carton nests in building
voids or in trees and make multiple injections of
products to varying depths
Trench, trench and rod, or rod soil of planter box adjacent to the exterior foundation wall according to state specific treatment standards or to label directions, whichever apply Install In-ground Monitoring Station

NON-CHEMICAL TREATMENT SPECIFICATIONS
Provide at least 14” clearance between wood
and soil in the crawl space
Install access to ceiling of basement for inspection
and/or treatment
Install door/s to provide access for treating
soil adjacent to plumbing Install crawl space access door Install Automatic Vents
Remove cellulose debris and/or any other debris
that would interfere with inspection or treatment in
the crawl space
Remove form boards Scrape off termite tunnels
Set wooden supports on concrete pads to
properly insulate wood to soil contact
Cut off stucco at least 3” above grade and remove
stucco below grade
Remove wood to ground contacts Break ground contact on step stringers Prepare floor surface for drilling Install a vapor barrier over the soil of a crawl space Install floor supports to provide additional
support
Agenda Item #7.2:

PETALUMA
600 E TODD RD
SANTA ROSA,CA 95407
7077788030
Contract #: 120928-040925185516-3071
Inspection Date: 04/09/2025
Inspector: PASION, RYAN

FLOOR PLAN LEGEND

BASEMENT TREATMENT SPECIFICATIONS
Vertically drill basement concrete slab floor
and treat the soil beneath Drill and treat basement door frames

CRAWL SPACE TREATMENT SPECIFICATIONS
Trench or trench/rod soil adjacent to the
inside of the foundation walls of a crawl space
Trench or trench and rod soil adjacent to the piers
of a crawl space
Trench or trench and rod soil adjacent to soil
pipes of a crawl space
Trench or trench and rod soil adjacent to a chimney
of a crawl space

EXCLUSION/WILDLIFE TREATMENT SPECIFICATIONS
Trap - Wildlife Install Mushroom/Turbine Vent Cage - Roof Seal Mushroom/Termite Vent - In Attic Install Plumbing Vent Cap - Roof Screen Gable Vent Screen Foundation Vent
Screen Soffit Vent Repair Roof Return
Seal Pipe Penetration Seal Hole In Wall/Foundation, Floor, Etc.

Install One-Way Door Exclusion Cage Install Garage Door Seal Install Dryer Vent Cover - Wall Install Oven Vent Cover - Wall Install Oven Vent Cage - Roof Install Chimney Cap

PRE-CONSTRUCTION TREATMENT SPECIFICATIONS
Vertical treatment zone - trench or trench and
rod soil adjacent to pillars and other interior
foundation elements such as chimneys and
soil pipes
Vertical treatment zone - trench or trench/rod soil
adjacent to utility pipes, plumbing lines, and
conduits that will penetrate through the slab (1
gallon/sqft)
Horizontal treatment zone - make a horizontal
treatment to the entire surface area of soil or
substrate to be covered beneath the concrete
slab
Vertical treatment zone - upon completion of
grading along the outside of the exterior foundation
wall, treat the backfill by trenching or
trenching/rodding the soil adjacent to the exterior
foundation wall

SLAB TREATMENT SPECIFICATIONS
Drill the slab per product label specifications
along the expansion joint where two slabs
meet and treat soil underneath
Treat soil adjacent to plumbing penetrations
Drill the slab along one side of the partition
wall per product label specifications and treat
the soil beneath
Drill the slab along both sides of a load-bearing wall
per product label specifications and treat the soil
beneath
Drill through the exterior foundation wall
immediately below the slab per product label
specifications and treat the soil beneath by
short-rodding from the outside
Vertically drill the slab along the inside perimeter of the foundation walls and treat the soil beneath the
slab
Agenda Item #7.2:

Summary of Charges
Product Renewals Amount Tax Discount Total Amount
Initial Term TERMITE BAIT

CURATIVE
$3750.00 $0.00 $0.00 $3750.00
Pre-Paid
Renewals

TERMITE BAIT

CURATIVE
1 $379.04 $0.00 $0.00 $379.04
Grand Total: $4129.04
Product Merchandise Quantity
Purchaser Payments
By signing below, I, the cardholder, have authorized Terminix to process this one-time payment without further signature or authorization from me.
$
Authorization
Purchaser Name:

SONOMA CREEK
SENIOR HOUSING Purchaser (Signature): Date:

AUTOPAY: Purchaser authorizes Terminix and affiliates including SMAC to automatically debit Purchaser’s checking account or credit card, as indicated below, in an amount equal to any recurring service charges due to Terminix under this Agreement within five (5) days of the date such charge becomes due. This authorization will remain in effect until the fifth business day following Terminix’s receipt from Purchaser of a written notice to cancel such authorization. Purchaser understands that cancellation of this authorization does not cancel Purchaser’s obligations under this Agreement.

Terminix Authorization
Purchaser Name:

SONOMA CREEK
SENIOR HOUSING Purchaser (Signature): Date:

SMAC Authorization
Agenda Item #7.2:

Purchaser Name:

SONOMA CREEK
SENIOR HOUSING Purchaser (Signature): Date:

Agenda Item #7.2:

Contract #: 120928-040925185516-3071
Inspection Date: 04/09/2025
Inspector: PASION, RYAN

PETALUMA
600 E TODD RD
SANTA ROSA,CA 95407
7077788030
Product Labels & Safety Data Sheets
Product Labels & Safety Data Sheets, please visit: https://lycensed.com/orgs/terminix/public/chemical_documents For NY customers, please select ‘NY’ as your locale
Agenda Item #7.2:

Mechanical Contractor Page 1 of 2
License #171486
21819 – 8
th Street East  P.O. Box 450  Sonoma, CA 95476
Telephone (707) 938-8481  petersonmechanical.com  Fax (707) 938-1437 Proposal/ContractR1
To: Sonoma Creek (Burbank Housing) Date: January 2, 2025 809 Oregon St. Phone: 707-996-5144
Sonoma, Ca. 95476 Email: [email protected]

We propose to perform the equipment installation and/or services for the location specified above and as detailed in the following Scope of Work. Any additions, changes or revisions to the above dated bid documents or the below scope of work and exclusions will be provided on a time and material basis only after prior written approval has been received from the owner or customer. This proposal is good for 15 days from the above date on proposal.

Scope of Work: To Replace Furnace and AC System in Club House • Carrier Ultra Low NOX 80% Efficient Single Stage Furnace • Carrier Comfort Series 15 SEER Efficient AC System
- Disconnect existing furnace, AC system and dispose of properly though certified California recycler. - Inspect furnace supply and return plenums for cracks, rust, or air leakage and seal if necessary - Install ADP AC Coil in existing location.
o Model #CVPVA6024XMC
o 410A
- Install Carrier Ultra Low Nox 80% efficient single stage furnace o Model# 58SU0B080M2120
o 80,000 BTU Input
- Install new gas flex with emergency shut off valve and connect to existing gas line. - Install ¾” drain line from AC coil to existing and verify it runs to daylight. - Install electrical power cord whip and connect to new outlet receptacle. - Install Carrier Comfort Series 15 SEER 5-ton condenser on concrete pad o Model #24SCA560W003
o 31”x31”x39” tall
- Install new service disconnect and use existing electrical service - Install watertight whip from AC condenser to new service disconnect. - Flush existing refrigerant lines to allow use of new refrigerant - Weld refrigerant lines and charge with nitrogen to leak test. - Charge system with environmentally friendly R410A refrigerant - Install new Honeywell digital programmable thermostat and program per customer specs. - Perform factory startup on equipment and check unit operations and air flow. - Any repairs or replacements are not a part of this contract and will be performed on Time and Material or at fixed price.

Total of Option with tax and labor (Not including Permits, fees, Title 24 and duct testing)…...……………....$14,800.00 Permit option
City of Sonoma Permit...…..…………………………………………………..….……………………………………...$750.00 Duct Pressure test HERS rated (Required for permit)……………………………………………………………………$400.00 Register Boots and Return Sealing (Suggested for Duct Test)……………………………………………………….….$700.00 Exclusions: Existing ductwork / existing zone system / electrical upgrades / rodent abatement / cutting / patching / framing / painting / roofing / waterproofing / any structural work / overtime / shift work / repair of existing equipment / upgrades / existing gas lines / Asbestos abatement / modification of existing gas lines / existing condensate drain line / existing return / existing AC condenser wire
Agenda Item #7.2:

Mechanical Contractor Page 2 of 2
License #171486
21819 – 8
th Street East  P.O. Box 450  Sonoma, CA 95476
Telephone (707) 938-8481  petersonmechanical.com  Fax (707) 938-1437 Deluxe Warranty Includes: Five years on furnace and A/C parts, five years on AC compressor, twenty year warranty on heat exchanger, one-year manufacture labor warranty, and one year extended Peterson Mechanical warranty for complete twoyear labor warranty from the date of install.

Peterson Mechanical
David Anken January 2, 2025
________________________________ _______________________________ David Anken Date Signature Date
Service Estimator
_______________________________
Title
***50% deposit due upon signing***
***Please Note: Once you are ready to proceed with the proposed work, please circle the options you are requesting (if necessary), sign and date the proposal, then either e-mail, fax, or mail back the signed copy. A DocuSign eSignature link can also be requested. [email protected], Fax: 707- 933-3730, mailing address: 21819 8th Street East, Sonoma CA 95476. *** Peterson Mechanical Inc. may, in its option, agree to accept the cancellation of a signed contract.

Peterson Mechanical Inc. reserves the right to charge a restocking fee of a minimum of twenty-five percent (25%) of the selling price. The customer shall also be responsible for all shipping charges for the returned product. Payments are to be made in U.S funds. Peterson Mechanical, Inc. accepts approved MasterCard and Visa credit cards which, if used for payment, will include a 3% pass through surcharge on any invoice. Unless otherwise specified in writing herewith - all invoices are net due 30 days from date of invoice. Peterson Mechanical, Inc. reserves the right to charge and collect a 1% per month late fee on all invoices remaining unpaid over 30 days from date of invoice.

Agenda Item #7.2:

Alpha FIRE SUPPRESSION SYSTEMS INC.

Engineering, Consulting, Installation, Inspection Services Lic. #670313
April 22, 2025
Burbank Housing Management Group
PO Box 82808
Goleta CA 93118-2808
Via Email: [email protected]
Re: 5 Year inspection repair quote for 809 Oregon Street, Sonoma

Attention: Valeria
The following is our proposal to make repairs and modify the existing Automatic Fire Sprinkler System at the above-mentioned location. Alpha Fire Suppression System will provide materials and installation labor for the following amount, Four Thousand Six Hundred Seventy Five Dollars, ($4,675.00).

This quote is based on Deficiencies Reports prepared by Alpha Fire Suppression Systems Inc. dated April 8, 2025.

The following items are covered by this quote:

1.12 Replace missing spare head wrenches in all boxes

1.20 Replace (28) painted heads in various units, see report for locations

2.11 Replace (17) faded FIRE RISER INSIDE signs for all riser closets Overhead Scope

1. Material ordering will not start until a signed proposal or contract is received.

2. New modifications shall be per the requirements of NFPA#13, (2013 edition).

3. Fire Sprinkler heads shall match existing colors and characteristics.

Exclusions

1. Overtime labor.

2. Lift equipment to work on the fire sprinkler system, lift shall be supplied by client.

3. Performance and Payment Bonds.

4. Cleaning and/or painting of pipe, fittings, and equipment.

5. Repairing and painting the ceilings where fire sprinkler heads have been replaced per NFPA#13 Code requirements.

6. City permits and fees.

7. Fire Sprinkler shutdown fee, or any costs of water usage that may apply for draining and refilling the fire sprinkler system.

8. Broken pipe due to fire sprinkler head change out.
2391 Circadian Way, Santa Rosa, CA. 95407
Phone 707-527-6407 Fax 707-527-6197
[email protected]
Agenda Item #7.2:

Alpha Fire Suppression System, Inc.

Scope of Work
Assumptions/Qualifications

1. The work area will be clear, accessible, and well-lit at all times.

2. If any insurance requirements are requested above our limits, the additional costs will be covered by a change order to the General Contractor. We carry a $1,000,000.00 each occurrence, with a $2,000,000.00 general aggregate and a $5,000,000.00 Umbrella Policy.

3. If payment for work provided in this agreement is not paid when due, Subscriber agrees to pay all costs of collection including attorneys’ fees.

This proposal and “Scope of Work” will remain in effect for thirty (30) days, after which it will be subject to our review.

Thank you for the opportunity to make this proposal. If you have any questions, please do not hesitate to contact us.

Sincerely,
Tom Ransbottom
Estimator/Project Manager
ACCEPTANCE PROPOSAL:

Signature ___________________________________
The above prices, specifications and
Conditions are satisfactory and are hereby Date___________________________ accepted. You are authorized to do the work as
specified. Payment will be made as invoiced progressively.

Print Name: __________________________________ Telephone ____________________ Billing Address: ______________________________________ ______________________________________
______________________________________
Agenda Item #7.2:

0 0

CITY OF SONOMA
RESOLUTION NO. 78-2000

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA

AMENDING BYLAWS FOR THE SONOMA COMMUNITY HOUSING

CORPORATION
WHEREAS, the City has established the Sonoma Community Housing Corporation for the purpose of developing and administering affordable housing in the City of Sonoma; and
WHEREAS, the Bylaws, as amended in 1987 and again in 1991, call for a four member Board of Directors and contain provisions that are in conflict with California's open meeting law, the Ralph M. Brown Act; and
WHEREAS, the City Council is desirous of amending those bylaws to allow for five members on the Board to more effectively govern the activities of the Corporation and to bring the bylaws into compliance with state law.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Sonoma hereby approves the amended Bylaws for Sonoma Community Housing Corporation, attached here as Exhibit A.

The foregoing Resolution was duly adopted this 6th day of December, 2000, by the following roll call vote:

AYES: (4) Chn. Mazza, Ashford, Brown, Mayor Barnett
- . - NOES: (0) None
ABSENT: (0) None
ABSTAINING: (0) None
A1 A
Al C. A
- 7IfI~".i
ACTNCCITY CiLERK (U
I hereby certi& that the foregoing resolution was duly and regularly passed by the City Council of the City of Sonoma at a regular meeting thereon held December 6, 2000.

Agenda Item #7.2:

0 0

BYLAWS FOR

SONOMA COMMUNITY HOUSING CORPORATION
A California Non-Profit Benefit Corporation

ARTICLE I
NAME
This Corporation is mmcd:

SONOMA COMMUNITY HOUSING CORPORATION
as provided in its Articles of Incorporation.

ARTICLE II

OFFICES
The office for the transaction of this corporation's business shall always be located within the City of Sonoma, or within the immediate environs of the City in the County of Sonoma, State of California. The directors by majority vote may change the principal office from one address to another, and any change of office address shall be noted by the Secretary on these bylaws in the margin opposite this section, & this section may be amended from time to time to state the current office location

ARTICLE III

OBJECTIVES AND PURPOSES
The objectives and purposes of this Corporation are the provision of affordable housing in cooperation with governmental agencies particularly the City of Sonoma, the City of Sonoma Community Development Agency. Reference is made to the Articles of Incorporation for a more complete statement of objectives and purposes.

ARTICLE IV

NON-PARTISAN ACTIVITIES
This Corporation is a non-profit public benefit corporation under the Law of California and is not organized for the private gain of any person. It is organized for public and charitable purposes, and no substantial part of its activities may consist of carrying on of propaganda or otherwise attempting to influence legislation, nor participation or intervention in any political campaign on behalf of any candidate for political office (including the publishing or distribution of statements).

ARTICLE V

DEDICATION OF ASSETS
The property of this Corporation is irrevocably dedicated to public and chantable purposes and no part of its net income or assets shall ever inure to the benefit of any director, officer, or member of this corporation, or to the benefit of any private individual. Upon the winding up and dissolution of this corporation and after adequate provision for its debts and obligations the remaining assets shall be distributed to a similar non-profit corporation or to an agency of government. Reference is made to the Articles of Incorporation for complete details.

Agenda Item #7.2:

0 0

ARTICLE VI

BOARD OF DIRECTORS
This Corporation shall be governed by a Board of Directors consisting of-four five members. The number of the Board may be changed by an amendment of this Bylaw. AJJ- Three of the directors shall hold such office by virtue of designation or selection by the City Council of the City of Sonoma,two of whom shall be members of the City Council and one of whom shall be a member at large who shall serve at the pleasure of the City Council. rather than by election. Th. City Counoil may deeignate the incumbent City Manager as one of the directors, The incumbent City Manager shall be the fourth director, to hold office for an indefinite term, and the City Manager shall appoint the fifth Director, who shall serve at the pleasure of the City Manager. and to nerve at the pleacure of the City Council.

The Sonoma City Cotmoil may select one & more of its ovrn members to sen's zs a director or directors, whose term of offios shall be for one year and until his or her s'.aceecor is celected and hac accepts" office. Whenevor the incumbent City Manager is a member of the Board by decignation, the City Council, may, at the time of making appointment, docignate one of the other Directors to function cc an alternate to the City Manager. The Director so deoignated may attend all meetings of the Board and exercise p11 poworn conferred upon the other directors, except that he or she may not cast any vote at a Directors meeting with the incumbent City Manager is present and votn. Notwithstanding any provision in these Bylaws or elsewhere to the contrary, two- three Directors shall constitute a quorum for the transaction of business, at all times that a Director has been designated as alternate to the City Manager and nerves o" the-Boar4-Cessation of membership on the city council shall ipso facto terminate a councilmember's directorship, and a vacancy shall exist in the office from and after the 15db day after cessation of office unless the City Council has in the meantime selected a director to fill the vacancy until the expiration of the one-year term. Directors may be selected to serve successive terms, without limitation. This Bylaw article shall be adopted, amended or repealed only by approval of the City Council of the City of Sonoma, by majority vote of its entire membership.

ARTICLE VII

DIRECTORS MEETINGS
The Board of Directors may meet at any time, subject to notice as required by these Bylaws, and may meet at anyplace within or without the State of California as designated from time to time by the Board. In the absence of special designation, regular and special meetings of the Board shall be held at the principal office of the Corporation. All meetings of the Board of Directors, including regular meetings, special meetings, annual meetings and adjourned meetings are subject to and shall be noticed and conducted in accordance with the requirements of the Ralph M. Brown Act (California Government Code Sections 54950-5962) as it may be amended from time to time.

ARTICLE VIII

ANNUAL BOARD OF DIRECTOR MEETINGS
The Board of Directors shall hold an organizational meeting as soon as it may conveniently be called following the initial appointment of directors. Thereafter, the Board shall hold an annual meeting for organizational purposes or purposes of reorganization, for designation of officers, and the transaction of any other proper business. Annual meetings shall be held without call or notice as prescribed in r resolution to be adopted by the Board and filed in ib official minutes.

ARflCLE4X
flQADfl or pmnqppc DT?c!n AD `IIY'flIJCC
Agenda Item #7.2:

0 0
Regular meetings of the Board of Directors dm11 be held without call or notice at such times and places as shall be fixed from time to time by resolution of the Board, filed in its official minutes.

ARTICLEX

SPECIAL MEETINGS OF THE BOARD OF DIRECTORS
Special meetings of the Board of Directors may be called for any proper purpose or purposes b~ the president, vice preeidcnt, secretor;, or by any two of the directors. Special meetings shall be held tpon at least five days of notice by firot class mail, deposited at the Post Office in Sonoma, California, portage pre paid, or given directly by telephone, telegraph, telex or similar means of comrnmiication.

Notice shall be cddreued to each director at the cddrecs shown upon the records of the Corporation ac filed by the director for purpose of notice, and shall be deemed to have been given when initiat'~ according to this Bylaw. Oral notice is deemed to have been given at the time it is communicated ..t~ director may waive notice by writing filed with the secretary of the Corporation before, during or at. any meeting of the Poord, and attendance at a meeting of the Board constitutes waiver of notioo.

ARTICLE Xlix

QUORUM OF THE BOARD
A majority of the Board of Directors constitutes a quorum for the transaction of business~,.oxeept to adjourn a meeting. A decision by a majority of the directors present at a mating duly held at which" quorum is present is ragarded a: an act of the Board and of the Corporation, unless a greater number shal' be required by law, or by the Articles of Incorporation, or otherwis, in other provisions of these Bylaws.

A meeting at which a quorum is initially present may continue to trcnsact bisinecs notwithstanding the withdrawal of any director from the meeting, if any action taken is approved by at least a majority of the required quorum for such meeting.

ARTICL&XlI
AT~IOJrDMD `IEBTh1O~
A majority of directors, whether or not a quorum is present, may adjourn any meeting to anotht time and plaoe and notice of such time and place need not be given to absent directors, unless the mating is adjourned for morn than 2'1 hours. In thi latter case. notice of the adjournment shall be given by any convenient means and if an absent director cannot be reached for oral notice, notice may be given by" writing delivered to or left at the residence address of the director es contained in tho records of tL ADTIC! ~ yin
flQNflOUTUBSTING
Any action required or permitted tc be taken by the Nerd may be taken without a meeting if al' members of the Board individually or collectively consent in writing to such action. Such consent ol consents shall have the came effect as mianimouc vote of the Board and shall be filed with the minutes at the proceedings of the Board.

ARTICLE XW X

RIGHTS OF INSPECTION
Agenda Item #7.2:

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Each director has the absolute right at all reasonable times to inspect and copy all books, records and documents of every kind belonging to the corporation or within its control, and to inspect the physical properties of the Corporation.

ARTICLE XV XI

COMMTITEES
The Board may appoint one or more committees, each consisting of one or more directors, and delegate to any committee appointed any of the authority of the Board except with respect to:
(1) The amendment or repeal of bylaws or the adoption of new bylaws. (2) The amendment or repeal of any resolution of the Board unless by its express terms the resolution is so amendable or repealable.
(3) The approval of any action for which the California Non-Profit Public Benefit Corporation Law requires approval of the members of the entire Board or a majority of all members.
(4) The appointment of other committees of the Board or the members thereof (5) The approval of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the California Non-Profit Public Benefit Corporation Law.

Any such committee may be created only by resolution by a majority of the authorized number of directors then in office, and committee members appointed only in the same manner. Any such committee may be designated an executive committee. The Board may appoint, in the same manner, alternate members of any committee who may replace any absent member at a committee meeting. The Board may prescribe the manner in which committee proceedings shall be conducted. Unless the Board or the committee provides otherwise by resolution, regular and special meetings and other actions of any committee shall be governed by those provisions of this Bylaw which govern meetings and actions of the Board of Directors. Official minutes shall be kept of each committee meeting.

ARTICLE XVI Xli

FEES AND COMPENSATION
Directors and members of committees are not entitled to compensation, but may be reimbursed for reasonable and necessary expenses, as approved by the Board of Directors.

ARTICLE XVII XIII

OFFICERS
The Corporation officers shall be a president, vice-president secretary, and treasurer. Any number of offices may be held by the same person, except neither the secretary nor the treasurer may serve concurrently as the president.

The officers shall be appointed by and serve at the pleasure of the Board of Directors. The president shall act as presiding officer at all meetings, except these. committee meetings which he is not obligated to attend. In his absence, the vice-president shall preside. The secretary is responsible for Agenda Item #7.2:

0 making and keeping proper records of all corporation proceedings, and for the custody of the corporation seal. The secretary is responsible for the giving of all notices required by the articles, these Bylaws, and by law.

The treasurer is the chief financial officer of the Corporation, and is responsible for keeping and maintaining correct and adequate accounts of all properties and business transactions of the Corporation.

He shall make the financial records and books of account available to the directors for inspection at all times. The treasurer is responsible for the deposit and safekeeping of corporation moneys and other valuables. He is responsible for proper disbursement of funds of the Corporation as may be authorized or ordered by the Board of Directors.

ARTICLE XVIII XIV

EMPLOYEES
The Board of Directors may employ or authorize the officers to employ one or more persons, at proper and adequate compensation to perform whatever duties may be required for the proper operation of the corporation. The Board may employ or contract for the services of professional and administrative consultants, including but not limited to accountants, architects, lawyers, financial consultants, engineers and land planners.

ARTICLE XIX XV
INTERPRETATION AND CONSThUCTION
Unless the context otherwise requires, the interpretation and construction of these Bylaws shall be governed by the general provisions of the California Corporations Law and in particular by the provisions of the California Non-Profit Public Benefit Corporation Law.

Unless the context requires otherwise, the masculine gender used herein includes the feminine and the neuter; the singular number includes the plural, and the plural the singular; and the present tense includes the past and future tenses, and the future, the present tense.

ARTICLE XX XVI

MEMBERS
This Corporation shall have no members unless this article of the Bylaws is amended to the contrary by majority vote of the City Council of the City of Sonoma. If so amended, the number of members, terms and conditions of membership, the rights and obligations of members, and all other matters pertaining to membership shall be governed by the Law relating thereto and the provisions of this Bylaw as approved by the City Council.

ARTICLE XXI XVII

AMENDMENTS
Except as specifically limited in provisions above, these Bylaws may be amended or repealed by majority approval of the directors in office.

Agenda Item #7.2:

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City of Sonoma
Agenda Item Summary
Meeting: City Council - 16 Jul 2025
Department
Administration
Public Works
Staff Contact
Rebekah Barr, MMC, City Clerk
Ashley Cotter, PW Admin & Project Manager
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute Agreements with Sonoma Ecology Center, Olaunu, Inc, and Two Lynchpin Road and Amendments with R3, Inc. and Sonoma Community Center for Services Rendered Throughout the 25-26 Fiscal Year Summary
During the May 22, 2025, Budget Study Session, City Staff presented City Council with Public Works' Operational Budget. After the Study Session, City Council Adopted Resolution 37-2025 on June 18, 2025, adopting the City's Operational Budget for the 2025-26 fiscal year.

This included funding for multiple contract services. The following agreements are being presented for City Council consideration to enable the services to be accessed.

PUBLIC WORKS
Sonoma Ecology Center -
 Maintenance Services Agreement for Montini Preserve and Sonoma Overlook Trail - Term: July 1, 2025 - June 30, 2029
The City has contracted with Sonoma Ecology Center for many years to provide fire mitigation, trail maintenance, invasive plant control, and restoration services to the Montini Preserve and the Sonoma Overlook Trail. The cost for these services annually for the next three years will be $40,250.00 and will be paid through Parks Measure M (Fund 315).  Maintenance Services Agreement for Nathanson-Oxbow - Term: July 1, 2025 - June 30, 2029
The City has contracted with Sonoma Ecology Center for many years to provide maintenance services at the Nathanson Demonstration Garden and at the Nathanson Oxbow area. The cost for these services annually for the next three years will be $29,210.00. This is paid through the Parks Operations Budget - Contract Services (Fund 100).

Olaunu, LLC. -
 Professional Services Agreement - Term July 1, 2025 - June 30, 2026 Agenda Item #7.3:

During budget preparation, Public Works requested a contract with Olaunu, LLC. for grant procurement services for $15,000. Public Works has worked with Olaunu, LLC. since FY23-24 on various contracts for project management and engineering support. This was approved during the budget approval process for $15,000 to be paid through Public Works Admin/Creeks - Consultant Services (Fund 100). Additionally, staff believe that Olaunu, LLC. can provide valuable resources for additional project management services for cemetery projects. $10,000 will be allocated to cemeteries, to be paid for out of Fund 601, as projects arise. This addition brings the contract total to $25,000.

Two Lynchpin Road -
 Professional Services Agreement - Term July 1, 2025 - June 30, 2026 Two Lynchpin Road (TLR) serves as the City's contract Emergency Preparedness consultant. The proposed agreement include strategic updates to the Emergency Operations Plan (EOP), development of a new annex or operational guideline focused on extreme temperature hazards, and supporting the City's Hazard Mitigation Plan (HMP) public review phase. This work will be complemented by a monthly training calendar and implementation guidance to ensure staff can operationalize the updated procedures and confidently engage the public.

R3 Consulting Group, Inc. -
 Agreement Amendment for Sonoma Garbage Collectors Franchise Agreement Management
Last year, via Resolution 41-2024, the City entered into a new agreement for solid waste services with Sonoma Garbage Collectors. The franchise agreement that was executed has many deliverables for Sonoma Garbage Collectors under State Bill 1383. In order to manage this agreement, the City contracted with R3 Consulting Group, Inc. R3 Consulting Group, Inc. also worked with both the City and Sonoma Garbage Collectors on the updated franchise agreement in order to bring it for adoption in June 2024. The contract to manage Sonoma Garbage Collectors was included in the Public Works Operational Budget for the 25-26 year. In lieu of a new contract, staff has prepared a contract amendment to extend R3 Consulting Group's current contract for FY24-25 management to include FY25-26 and increase the contract total from $25,000 to $50,000 (or $25,000 annually) for FY25-26 services. This is paid through Public Works Admin/Creeks - Consultant Services (Fund 100).

Sonoma Community Center -
 Agreement Amendment - Term July 1, 2025 - June 30, 2026 The City currently has a three-year agreement with the Sonoma Community Center (SCC) to provide arts, cultural and community service activities. The agreement included an additional amount of $15,000 for FY 24/25 only to compensate SCC for providing emergency support in the areas of shelter management, use of space, volunteer coordination, etc. in the case of an emergency declaration. The proposed amendment extends that $15,000 for FY 25/26. This is an approved budgeted expense in the FY 25/26 Emergency Preparedness budget.

Recommended Council Action
Agenda Item #7.3:

Approve the contracts for services for FY25-26.

Alternative Actions
Council discretion.

Financial Impact
All contracts have been budgeted for during the 2025-2026 budget development and approved during the June 18th, 2025, City Council meeting. No additional funding is needed at this time.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
X Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution
SEC_Montini_FY26-29
SEC_Nathanson-Oxbow_FY26-29
Olaunu 25-26 Grants and PM contract
Two Lynchpin Road - Emergency Planning
Amendment 1 - R3 Consulting - Solid Waste Project Management Amendment - Sonoma Community Center FY25-26
Agenda Item #7.3:

City of Sonoma
RESOLUTION # - 2025

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

CITY MANAGER TO EXECUTE AGREEMENTS WITH SONOMA ECOLOGY CENTER, OLAUNU, INC., AND TWO LYNCHPIN ROAD AND AMENDMENTS WITH R3 CONSULTING GROUP, INC. AND SONOMA COMMUNITY CENTER
FOR FY25-26 SERVICES
WHEREAS, the City Council of the City of Sonoma has reviewed the proposed final Operating Budget for FY25-26 and held a public meeting on May 22, 2025, prior to adoption of the final budget; and
WHEREAS, THE City Council approved the FY25-26 Operating Budget via Resolution 37-2025 on June 18, 2025; and
WHEREAS, the City Council has approved funding for FY25-26 in the approved budget that requires either a new agreement or agreement amendments with Sonoma Ecology Center, Olaunu, Inc., Two Lynchpin Road, and R3 Consulting Group, Inc., and Sonoma Community Center for services to be offered starting July 1, 2025.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Sonoma that the City Manager is authorized to execute the agreements or agreement amendments as outlined in Exhibit A.

PASSED, RESOLVED, AND ADOPTED, at a Regular meeting of the City Council of the City of Sonoma on this 16th day of July 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Patricia Farrar-Rivas, Mayor
ATTEST:

Rebekah Barr, MMC, City Clerk
Agenda Item #7.3:

Attachment A

NEW AGREEMENTS AND/OR AGREEMENT AMENDMENTS

VENDOR/ORGANIZATION
FY25-26

AMOUNT ACTION

NEW AGREEMENTS
Sonoma Ecology Center

1. Provides maintenance and management services - Montini $40,250 3-Year Agreements
Preserve/Sonoma Overlook Trail.

2. Provides maintenance and management services- Nathanson Oxbow and $29,210 3-Year Agreements
Demonstration Garden.

Olaunu, Inc.

As needed Grant Procurement Services, Project Management Support (Cemeteries)
$25,000 1-Year
Agreement
Two Lynchpin Road
Emergency Preparedness Services $30,000 1-Year
Agreement

AMENDMENTS
R3 Consulting Group, Inc.

City’s Solid Waste Franchise Agreement - $25,000 annually under current contract terms. In order to avoid a fee increase, extending the current contract to include 25/26 and increasing the contract amount from $25,000 to not to Exceed $50,000 for the two years.
$50,000
(Net change
$25,000)
1-Year
Extension
Sonoma Community Center
Emergency response support for FY25-26 $15,000 1-Year
Extension
Agenda Item #7.3:

Maintenance Service Agreement
(City of Sonoma / Sonoma Ecology Center)
336593.3 Page 1 of 25
Approved for use: 1/1/2025

MAINTENANCE SERVICE AGREEMENT
Providing Payment of Prevailing Wage
(City of Sonoma / Sonoma Ecology Center)

1. IDENTIFICATION
This MAINTENANCE SERVICE AGREEMENT (“Agreement”) is entered into by and between the City of Sonoma, a California municipal corporation (“City”), and Sonoma Ecology Center, a California Nonprofit Public Benefit Corporation (“Contractor”) (collectively, “parties”).

2. RECITALS

2.1 City has determined that it requires the following recurring maintenance services from a contractor: Maintenance and landscaping services for the Montini Preserve and Sonoma Overlook Preserves, including fuel management, trail maintenance, invasive weed control, restoration, hazardous tree assessments and volunteerism in alignment with the Montini Preserve Management Plan (2008).

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

2.3 City has relied upon the ability and training of the Contractor as a material inducement to enter into this Agreement. Contractor 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 Contractor’s work by City shall not operate as a waiver or release. Contractor represents and warrants to City that (a) it has all licenses, permits, qualifications, insurance and approvals of whatever nature which are legally required for Contractor 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 Contractor to perform its services. Contractor shall indemnify and hold Agenda Item #7.3:

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harmless the City from and against any and all claims or expenses caused or occasioned directly or indirectly by Contractor’s failure to so perform.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Contractor 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 Contractor.

3.2 “Approved Fee Schedule” means such compensation rates as are set forth in Contractor’s June 4th, 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 7/1/2025.

3.4 “Contractor Project Administrator” is Lauren Claussen, and will be the principal point of contact for the Contractor.

3.5 “Maximum Amount”: The highest total compensation and costs payable to Contractor by City under this Agreement. The Maximum Amount under this Agreement is Forty Thousand Two Hundred Fifty Dollars ($40,250.00).

3.6 “Scope of Services”: Such maintenance services as are set forth in Contractor’s June 4th, 2025 proposal to City attached hereto as Exhibit A and incorporated herein by this reference.

3.7 “Termination Date” means 6/30/2029.

Agenda Item #7.3:

Maintenance Service Agreement
(City of Sonoma / Sonoma Ecology Center)
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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 by written agreement of the parties or terminated earlier under Section 15 (“Termination”) below.

Contractor 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. CONTRACTOR’S DUTIES

5.1 Services. Contractor 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, Contractor shall coordinate all contact with 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. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor 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 Contractor thereafter shall be entitled to no compensation whatsoever for performance of such work.

5.1.2 If the Contractor is of the opinion that any work s/he has been directed to perform is beyond the scope of this Agreement and constitutes extra work, s/he shall promptly notify the Agreement Administrator of this opinion. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Agreement and constitutes extra work. In the event that the City determines that such work does constitute extra work, it shall provide extra compensation to the Contractor on a fair and equitable basis. A Supplemental Agreement providing for such Agenda Item #7.3:

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(City of Sonoma / Sonoma Ecology Center)
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compensation for extra work shall be negotiated between the City and the Contractor. Such Supplemental Agreement shall be executed by the Contractor 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, Contractor 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 Contractor. Any written appeal shall include a description of each and every ground upon which Contractor challenges the staff’s determination. The City Council’s decision shall be final.

5.2 Professional Standards. Contractor shall perform all work to the highest standards of Contractor’s profession and in a manner reasonably satisfactory to City. Contractor 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, Contractor shall coordinate all contact with City through its Agreement Administrator.

5.4 Budgetary Notification. Contractor shall notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the Maximum Amount.

Contractor shall concurrently inform the Agreement Administrator, in writing, of Contractor’s estimate of total expenditures required to complete its current assignments before proceeding, when the remaining work on such assignments would exceed the Maximum Amount.

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

5.6 No Known Relationships. Contractor represents that it has no known relationships with third parties, City Council members, or employees of Agenda Item #7.3:

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

5.8 Campaign Contribution Disclosure. This Agreement is subject to Government Code section 84308, as amended by Senate Bill 1439 (2022), Senate Bill 1181 (2024), and Senate Bill 1243 (2024). Consultant shall disclose any contribution to an elected or appointed City official’s campaign or committee in an amount of more than five hundred dollars ($500) made within 12 months preceding the Commencement Date, by Consultant, its, her, or his agent, or another party affiliated with Consultant. Consultant shall provide a signed copy of the attached Campaign Contribution Disclosure Form, Exhibit C, to City prior to, or concurrent with, Consultant’s execution of this Agreement and no later than the Commencement Date.

5.9 Multi-Phased Projects. Pursuant to Government Code section 1097.6, 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 shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.

Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant, if any, pursuant to this Agreement.

Agenda Item #7.3:

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(City of Sonoma / Sonoma Ecology Center)
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Approved for use: 1/1/2025

5.10 Appropriate Personnel. Contractor 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 Contractor or under its supervision or by subcontractor(s) of Contractor, and all personnel engaged in the work shall be qualified to perform such services. The Contractor Project Administrator shall be Contractor’s project administrator and shall have direct responsibility for management of Contractor’s performance under this Agreement. No change shall be made in Contractor’s project administrator without City’s prior written consent.

5.11 Prevailing Wages. This Agreement is subject to the prevailing wage law as more fully set forth in section 8 (Labor Code), for all work performed under this Agreement for which the payment of prevailing wages is required under the California Labor Code. In particular, Contractor acknowledges that prevailing wage determinations are available for work performed under this Agreement.

5.12 Permits and Approvals. Contractor shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary, if any, for Contractor’s performance of this Agreement including, but not limited to, professional licenses and permits, and building and safety permits and inspections.

5.13 Notification of Organizational Changes. Contractor shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Contractor’s firm or of any subcontractor. Change of ownership or control of Contractor’s firm may require an amendment to this Agreement.

5.14 Records. Contractor 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 Contractor under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the Agenda Item #7.3:

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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 AND ASSIGNMENT

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

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

6.3 Subcontracting. Contractor shall not subcontract any portion of the performance contemplated and provided for herein unless (1) such subcontracting is specifically described in the proposal attached hereto or the City provides prior written approval and (2) the subcontractor’s billing rates are identified in the Approved Fee Schedule, Exhibit B. In any event, Contractor shall supervise all work subcontracted by Contractor in performing the services described in the Scope of Services and shall be responsible for all work performed by a subcontractor as if Contractor itself had performed such work. The subcontracting of any work shall not relieve Contractor from any of its obligations under this Agreement with respect to the services described in the Scope of Services.

Contractor is obligated to ensure that any and all subcontractors performing any services under this Agreement shall be fully insured in all respects and to the same extent as set forth under Section 12 (Insurance), to City’s satisfaction.

6.4 Compensation for Subcontractors. Contractor shall be liable and accountable for any and 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.

7. COMPENSATION

7.1 General. City agrees to compensate Contractor for the services provided under this Agreement, and Contractor agrees to accept payment, the Agenda Item #7.3:

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

7.2 Invoices. Contractor 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/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. Contractor shall include a copy of each subcontractor invoice, if any, for which reimbursement is sought in the invoice.

7.3 Taxes. City shall not withhold applicable taxes or other payroll deductions from payments made to Contractor except as otherwise required by law. Contractor 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 Contractor.

8. LABOR CODE

8.1 Prevailing Wage Law. This Agreement is subject to the requirements of the prevailing wage laws, including, but not limited to, Labor Code Section 1720 et seq., and Labor Code Section 1770 et seq., as well as Code of Regulations, Title 8, Section 16000 et seq., which require payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Contractor shall defend, indemnify, and hold harmless City, and its officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of failure or alleged failure of Contractor to comply with such prevailing wage laws.

8.2 Payment of Prevailing Wages. Contractor shall pay the prevailing wage rates for all work performed under this Agreement. When any craft or Agenda Item #7.3:

Maintenance Service Agreement
(City of Sonoma / Sonoma Ecology Center)
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Approved for use: 1/1/2025
classification is omitted from the general prevailing wage determinations, the Contractor shall pay the wage rate of the craft or classification most closely related to the omitted classification.

8.3 Forfeiture. Contractor shall forfeit as a penalty to City Two Hundred Dollars ($200.00), or any greater penalty provided in the Labor Code, for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates for any work done under this Agreement employed in the performance of the Scope of Services by Contractor or by any subcontractor of Contractor in violation of the provisions of the Labor Code. In addition, the difference between such prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof, for which each worker was paid less than the prevailing wage rate shall be paid to each worker by Contractor.

8.4 Apprentices. Contractor shall comply with the provisions of Labor Code section 1777.5 concerning the employment of apprentices on public works projects. Contractor shall be responsible for ensuring compliance by its subcontractors with Labor Code section 1777.5.

8.5 Payroll Records. Pursuant to Labor Code section 1776, Contractor and any subcontractor(s) shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by Contractor in connection with this Agreement. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: (1) The information contained in the payroll record is true and correct; and (2) The employer has complied with the requirements of Labor Code section 1811 and Labor Code section 1815 for any work performed by his or her employees on the public works project. The payroll records shall be certified and shall be available for inspection at all reasonable hours as required by Labor Code section 1776.

8.6 8-Hour Work Day. This Agreement is subject to 8-hour work day and wage and hour penalty laws, including, but not limited to, Labor Code section 1810 and Labor Code section 1813. Contractor and any subcontractor(s) of Contractor shall strictly adhere to the provisions of the Labor Code regarding 8-hour work day and 40-hour work week Agenda Item #7.3:

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requirements, and overtime, Saturday, Sunday, and holiday work.

Pursuant to the Labor Code, eight hours’ labor shall constitute a legal day’s work. Work performed by Contractor’s employees in excess of eight hours per day, and 40 hours during any one week, must include compensation for all hours worked in excess of eight hours per day, or 40 hours during any one week, at not less than one and one-half times the basic rate of pay. Contractor shall forfeit as a penalty to City $25.00, or any greater penalty set forth in the Labor Code, for each worker employed in the execution of the work by Contractor or by any subcontractor(s) of Contractor, for each calendar day during which such worker is required or permitted to the work more than eight hours in one calendar day or more than 40 hours in any one calendar week in violation of the Labor Code.

8.7 Registration with DIR. Contractor and any subcontractor(s) of Contractor shall comply with the provisions of Labor Code section 1771 and Labor Code section 1725.5 requiring registration with the Department of Industrial Relations (DIR).

9. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material, and all electronic files, including computer-aided design files, developed by Contractor 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. Contractor 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 Contractor.

10. RELATIONSHIP OF PARTIES

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

10.2 No Agent Authority. Contractor 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. Contractor, its officers, employees and agents shall not have any power to bind or commit the City to any decision or course of action, and Contractor, 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 Agenda Item #7.3:

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City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement.

Contractor shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.

10.3 Independent Contractor Status. Under no circumstances shall Contractor or its employees look to the City as an employer. Contractor shall not be entitled to any benefits. City makes no representation as to the effect of this independent contractor relationship on Contractor’s previously earned California Public Employees Retirement System (“CalPERS”) retirement benefits, if any, and Contractor specifically assumes the responsibility for making such a determination. Contractor 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, “Contractor” shall include Contractor, its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Contractor or its subcontractors, in the performance of this Agreement. “City” shall include City, its officers, agents, employees and volunteers.

11.2 Contractor to Indemnify City. To the fullest extent permitted by law, Contractor shall indemnify, hold harmless, and defend City from and against any and all claims, losses, costs or expenses for any personal injury or property damage arising out of or in connection with Contractor’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Contractor or failure to comply with any provision in this Agreement.

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. Contractor shall not be required to indemnify City for such loss or damage as is caused by the sole active negligence or willful misconduct of the City.

Agenda Item #7.3:

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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. Contractor 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 Contractor with respect to a claim. If the City requests a defense deposit, Contractor shall provide it within 15 days of the request.

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

11.7 Indemnification by Subcontractors. Contractor 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 Contractor’s behalf. If Contractor fails to obtain such indemnity obligations from others, Contractor 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 Contractor’s subcontractors or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice.

11.8 Insurance Not a Substitute. City does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement. Contractor’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.

11.9 Indemnification of CalPERS Determination. In the event that Contractor 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, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS Agenda Item #7.3:

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benefits on behalf of Contractor, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

11.10 No Employment Benefits. Notwithstanding any federal, state, or local policy, rule, regulation, law or ordinance to the contrary, Contractor 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. Contractor 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 Contractor. 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 Contractor’s obligation to provide them. Contractor 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: Montini – SOT • 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 #7.3:

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$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. Contractor 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 Contractor 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 #7.3:

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12.6 Automobile Liability Insurance. Covered vehicles shall include owned if any, non-owned, and hired automobiles and, trucks. Automobile liability insurance shall be evidenced by ISO Form Number CA 0001 covering Code 1 (any auto) or, if Contractor 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 Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

12.9 Subcontractors. Contractor 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.

Contractor 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 Contractor’s expense.

12.10 Proof of Renewal. Contractor 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 #7.3:

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at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages.

12.11 Additional Insured Endorsements. The City, its City Council, Commissions, officers, and employees of Sonoma must be endorsed as an additional insured for each policy required herein, including the general liability and automobile policies, other than Professional Errors and Omissions, for liability arising out of ongoing and completed operations by or on behalf of the Contractor. Contractor’s insurance policies shall be primary as respects any claims related to or as the result of the Contractor’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. Contractor 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 Contractor’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 Contractor 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 Contractor under this Agreement. Failure of the Contractor 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. Contractor shall provide no less than 30 days’ notice of any cancellation or material change to policies required by this Agreement. Contractor shall provide proof that cancelled or expired Agenda Item #7.3:

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policies of insurance have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: City of Sonoma, Attn: Public Works, No. 1 The Plaza, Sonoma, California 95476.

12.14 Contractor’s Insurance Primary. The insurance provided by Contractor, 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 Contractor’s insurance and shall not contribute with it.

12.15 Waiver of Subrogation. Contractor hereby waives all rights of subrogation against the City. Contractor shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself. Contractor 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 Contractor, its employees, agents and subcontractors.

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

12.17 Premium Payments and Deductibles. Contractor must disclose all deductibles and self-insured retention amounts to the City. The City may require the Contractor 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. Contractor shall be responsible for all premiums and deductibles in all of Contractor’s insurance policies. The amount of deductibles for insurance coverage required herein are subject to City’s approval.

Agenda Item #7.3:

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12.18 Duty to Defend and Indemnify. Contractor’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 Contractor with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Contractor’s services under this Agreement.

13.2 Contractor Cooperation in Defense of Claims. If any claim or action is brought against City relating to Contractor’s performance in connection with this Agreement, Contractor 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 Contractor’s and City’s regular business hours; (ii) the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing); or (iii) the day of delivery if emailed to the email address listed below and simultaneously deposited in the U.S. mail, postage prepaid, to the address(es) listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to City:

Mike Berger
City of Sonoma
Public Works Department
No. 1 The Plaza
Sonoma, CA 95476
Telephone: (707) 938-3681
Facsimile: (707) 938-3240
Email: [email protected]
If to Contractor:

Richard Dale
Sonoma Ecology Center
PO Box 1486
Eldridge, CA, 95431
Telephone: 707-996-0712
Email:
[email protected]
With courtesy copy to:

Agenda Item #7.3:

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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 (Indemnification), paragraph 12.8 (Claims-Made Policies), paragraph 13.2 (Contractor 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 Contractor of the services required. Notice of termination of this Agreement shall be given in writing to Contractor and shall be sufficient and complete when same is emailed to Contractor 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 Contractor. Contractor agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.

16.2 Contractor Termination. Contractor may terminate this Agreement for a material breach of this Agreement upon 30 days’ notice.

16.3 Compensation Following Termination. Upon termination, Contractor shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of Agenda Item #7.3:

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the services required by this Agreement. The City shall have the benefit of such work as may have been completed up to the time of such termination.

16.4 Remedies. City retains any and all available legal and equitable remedies for Contractor’s breach of this Agreement.

17. INTERPRETATION OF AGREEMENT

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

17.2 Integration of Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Contractor 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 Contractor.

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 Agenda Item #7.3:

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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 Contractor for performance of this Agreement are deemed confidential and Contractor shall not disclose it without prior written consent by City. City shall grant such consent if disclosure is legally required. All City data shall be returned to City upon the termination or expiration of this Agreement.

18.2 Conflicts of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor 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 Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor 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 Agenda Item #7.3:

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void and of no effect. City shall not be obligated or liable under this Agreement to any party other than Contractor.

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. Contractor shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition (cancer-related), marital status, ancestry, or sexual orientation, or any other unlawful basis, including without limitation, the City’s NonDiscrimination Policy adopted as Resolution #25-2019. Contractor 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.

Contractor 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 Contractor unless in writing signed by one authorized to bind the party asserted to have consented to the waiver. The waiver by City or Contractor of any breach of any Agenda Item #7.3:

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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. Contractor shall not be liable for any failure to perform if Contractor 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 Contractor.

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

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

18.12 Venue. The venue for any litigation shall be Sonoma County, California and Contractor 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 Agenda Item #7.3:

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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 #7.3:

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TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement as of the last date indicated below:
“City”
City of Sonoma
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
“Contractor”
Sonoma Ecology Center
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
Attest:

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

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

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WORKER’S COMPENSATION INSURANCE ACKNOWLEDGEMENT
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. If any class of employees engaged in work under this contract at the site of the Project is not protected under any Worker’s Compensation law, Contractor shall provide and shall cause each subcontractor to provide adequate insurance for the protection of employees not otherwise protected. Contractor shall indemnify and hold harmless City for any damage resulting from failure of either Contractor or any subcontractor to take out or maintain such insurance.

Date:________________________ _____________________________________ Signature
_____________________________________
Printed Name
_____________________________________
Title
Agenda Item #7.3:

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

Exhibit B
Sonoma Ecology Center-City of Sonoma
Site Task Checklist
Montini Preserve
Fuel Management:
● Complete fire fuel reduction work in the Wildland-Urban Interface each year before July ○ Eastern side adjacent surrounding home and maintenance road ○ -Southern side adjacent to Field of Dreams and maintenance below water tanks ○ -Western 4th Street West entrance area adjacent to nearby neighborhood ● SEC mowing areas completed
● Grazing contractor areas completed
● Oversee grazing areas conducted by subcontractor and provide access, water, and support ● Inform the City of dates for commencing and completing the mowing and grazing work ● Provide signage at each of the kiosks to help inform the community of these efforts Trail Maintenance:
• Identify areas in need of trail maintenance and repair for volunteer events • Hold volunteer events to address the most urgent and tangible sites in the fall • Mow trail margins on the Preserve, approximately 3 feet on each side, to be completed by July Invasive Plant Control:
• Target most aggressive threats found in the Preserve
• Carry out properly timed controls to address those threats • Map each of the areas where invasive populations are found • Carry out volunteer events to assist with these efforts Restoration:
• Identify areas suited for restoration work to maintain habitat and provide resources for wildlife on the Preserve
• Conduct out-planting of locally sourced native species to their appropriate habitats • Where appropriate, maintain restoration sites with irrigation and weeding • Carry out volunteer events to assist with these efforts Hazardous Tree Assessments:
● Perform inspection of the trees on the Preserve which may pose a threat to hikers ● Remove trees which are found to hazardous
● Respond to emergency conditions
● Clear fallen trees and branches from trails
○ Where feasible, build burn piles with small branches and woody debris Volunteerism:
● Recruit stewardship (day-to-day task) volunteers via outreach and trail notices ○ Provide orientation, support, and regular communication ● Facilitate larger volunteer events, providing leadership, materials, tools, and beverages ● Perform outreach to the public for each of these volunteer events and let the City as well as the Sonoma Overlook Trail stewards know the dates ahead of time to help with outreach ● Trail volunteer events will be scheduled for the fall; Restoration volunteer events will be scheduled over the winter; Invasive Plant volunteer events will be scheduled over the spring and summer SEC staff will notify City staff of planned activities in the preserve via email. In addition, quarterly progress reports will be submitted to the City with more specific details and photos of each of the tasks listed above.

Agenda Item #7.3:

336593.3
“EXHIBIT B”
Approved Fee Schedule
Agenda Item #7.3:

Agenda Item #7.3:

336593.3
“EXHIBIT C”
Campaign Contribution Disclosure Form
Agenda Item #7.3:

336593.3

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.

1. No City councilmember or commissioner shall accept,
solicit, or direct a contribution of more than $500 from any party,1 financially interested participant,2 or agent3 while a proceeding is pending or for 12 months subsequent to the date a final decision isrendered by the City. This prohibition commences when your application has been filed, or the
proceeding is otherwise initiated.

2. A party to a City proceeding shall disclose on the record of the proceeding any contribution of more than $500 made to any councilmember or commissioner by the party, or agent, during the preceding 12 months. No party to or participant in a City proceeding shall make a contribution of more than $500 to a councilmember or commissioner during the proceeding and for 12 monthsfollowing the date a final decision is rendered by the City. No agent to a party or participant shall make a contribution in any amount to a councilmember of
commissioner during the proceeding and for 12 months
following the date a final decision is rendered by the City.

3. Prior to rendering a decision on a City proceeding, any councilmember or commissioner who received
contribution of more than $500 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 be disqualified from participating in the proceeding. However, if any councilmember or commissioner receives a
contribution that otherwise would require disqualification, and returns the contribution within 30 days of making the decision, or knowing about the contribution and the
relevant proceeding, whichever comes last, that
councilmember or commissioner shall be permitted to
participate in the proceeding.
1 “Party” is defined as any person who files an application for, or is the subject of, a proceeding.
2 “Participant” is defined as any person who actively supports or opposes a particular decision in a proceeding.
3 “Agent” is defined as a person who represents a party in connection with a proceeding for compensation who appears before or otherwise communicates with the City for the purpose of influencing the 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 determinewhether a campaign contribution ofmore than $500 has been made by you or your agent to a
councilmember or commissioner within the preceding
12 months, all contributions made by you or your agent
during that period must be aggregated.

Names of currentCity councilmembers and commissioners
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, participant, or agent who has contributed more than $500 to any councilmember or
commissioner within the preceding 12 months:

1. ____________________________________

2. ____________________________________

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

Date Amount $
Date Amount $
Date Amount $
(c) Name of councilmember or commissioner to whom
contribution was made:

1. ____________________________________

2. ____________________________________

3. ____________________________________
(d) I certify that the above information is provided to the best of my knowledge.

Printed Name
Signature
Date Phone
To be completed by City:

Document No: ______________________________
Agenda Item #7.3:

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MAINTENANCE SERVICE AGREEMENT
Providing Payment of Prevailing Wage
(City of Sonoma / Sonoma Ecology Center)

1. IDENTIFICATION
This MAINTENANCE SERVICE AGREEMENT (“Agreement”) is entered into by and between the City of Sonoma, a California municipal corporation (“City”), and Sonoma Ecology Center, a California Nonprofit Public Benefit Corporation (“Contractor”) (collectively, “parties”).

2. RECITALS

2.1 City has determined that it requires the following recurring maintenance services from a contractor: Maintenance and landscaping services for the Nathanson Oxbow and Demonstration Garde, including invasive weed control, keeping plant growth cut back off concrete pathways, and trimming plants, bushes and trees to maintain a good line of sight through the properties for public safety.

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

2.3 City has relied upon the ability and training of the Contractor as a material inducement to enter into this Agreement. Contractor 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 Contractor’s work by City shall not operate as a waiver or release. Contractor represents and warrants to City that (a) it has all licenses, permits, qualifications, insurance and approvals of whatever nature which are legally required for Contractor 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 Contractor to perform its services. Contractor shall indemnify and hold Agenda Item #7.3:

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harmless the City from and against any and all claims or expenses caused or occasioned directly or indirectly by Contractor’s failure to so perform.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Contractor 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 Contractor.

3.2 “Approved Fee Schedule” means such compensation rates as are set forth in Contractor’s FY25-26 through FY28-29 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 7/1/2025.

3.4 “Contractor Project Administrator” is Lauren Claussen, and will be the principal point of contact for the Contractor.

3.5 “Maximum Amount”: The highest total compensation and costs payable to Contractor by City under this Agreement. The Maximum Amount under this Agreement is Twenty Nine Thousand Two Hundred Ten Dollars ($29,210.00).

3.6 “Scope of Services”: Such maintenance services as are set forth in Contractor’s June 4th, 2025 proposal to City attached hereto as Exhibit A and incorporated herein by this reference.

3.7 “Termination Date” means 6/30/2029.

Agenda Item #7.3:

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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 by written agreement of the parties or terminated earlier under Section 15 (“Termination”) below.

Contractor 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. CONTRACTOR’S DUTIES

5.1 Services. Contractor 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, Contractor shall coordinate all contact with 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. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor 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 Contractor thereafter shall be entitled to no compensation whatsoever for performance of such work.

5.1.2 If the Contractor is of the opinion that any work s/he has been directed to perform is beyond the scope of this Agreement and constitutes extra work, s/he shall promptly notify the Agreement Administrator of this opinion. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Agreement and constitutes extra work. In the event that the City determines that such work does constitute extra work, it shall provide extra compensation to the Contractor on a fair and equitable basis. A Supplemental Agreement providing for such Agenda Item #7.3:

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compensation for extra work shall be negotiated between the City and the Contractor. Such Supplemental Agreement shall be executed by the Contractor 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, Contractor 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 Contractor. Any written appeal shall include a description of each and every ground upon which Contractor challenges the staff’s determination. The City Council’s decision shall be final.

5.2 Professional Standards. Contractor shall perform all work to the highest standards of Contractor’s profession and in a manner reasonably satisfactory to City. Contractor 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, Contractor shall coordinate all contact with City through its Agreement Administrator.

5.4 Budgetary Notification. Contractor shall notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the Maximum Amount.

Contractor shall concurrently inform the Agreement Administrator, in writing, of Contractor’s estimate of total expenditures required to complete its current assignments before proceeding, when the remaining work on such assignments would exceed the Maximum Amount.

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

5.6 No Known Relationships. Contractor represents that it has no known relationships with third parties, City Council members, or employees of Agenda Item #7.3:

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

5.8 Campaign Contribution Disclosure. This Agreement is subject to Government Code section 84308, as amended by Senate Bill 1439 (2022), Senate Bill 1181 (2024), and Senate Bill 1243 (2024). Consultant shall disclose any contribution to an elected or appointed City official’s campaign or committee in an amount of more than five hundred dollars ($500) made within 12 months preceding the Commencement Date, by Consultant, its, her, or his agent, or another party affiliated with Consultant. Consultant shall provide a signed copy of the attached Campaign Contribution Disclosure Form, Exhibit C, to City prior to, or concurrent with, Consultant’s execution of this Agreement and no later than the Commencement Date.

5.9 Multi-Phased Projects. Pursuant to Government Code section 1097.6, 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 shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.

Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant, if any, pursuant to this Agreement.

Agenda Item #7.3:

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5.10 Appropriate Personnel. Contractor 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 Contractor or under its supervision or by subcontractor(s) of Contractor, and all personnel engaged in the work shall be qualified to perform such services. The Contractor Project Administrator shall be Contractor’s project administrator and shall have direct responsibility for management of Contractor’s performance under this Agreement. No change shall be made in Contractor’s project administrator without City’s prior written consent.

5.11 Prevailing Wages. This Agreement is subject to the prevailing wage law as more fully set forth in section 8 (Labor Code), for all work performed under this Agreement for which the payment of prevailing wages is required under the California Labor Code. In particular, Contractor acknowledges that prevailing wage determinations are available for work performed under this Agreement.

5.12 Permits and Approvals. Contractor shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary, if any, for Contractor’s performance of this Agreement including, but not limited to, professional licenses and permits, and building and safety permits and inspections.

5.13 Notification of Organizational Changes. Contractor shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Contractor’s firm or of any subcontractor. Change of ownership or control of Contractor’s firm may require an amendment to this Agreement.

5.14 Records. Contractor 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 Contractor under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the Agenda Item #7.3:

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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 AND ASSIGNMENT

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

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

6.3 Subcontracting. Contractor shall not subcontract any portion of the performance contemplated and provided for herein unless (1) such subcontracting is specifically described in the proposal attached hereto or the City provides prior written approval and (2) the subcontractor’s billing rates are identified in the Approved Fee Schedule, Exhibit B. In any event, Contractor shall supervise all work subcontracted by Contractor in performing the services described in the Scope of Services and shall be responsible for all work performed by a subcontractor as if Contractor itself had performed such work. The subcontracting of any work shall not relieve Contractor from any of its obligations under this Agreement with respect to the services described in the Scope of Services.

Contractor is obligated to ensure that any and all subcontractors performing any services under this Agreement shall be fully insured in all respects and to the same extent as set forth under Section 12 (Insurance), to City’s satisfaction.

6.4 Compensation for Subcontractors. Contractor shall be liable and accountable for any and 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.

7. COMPENSATION

7.1 General. City agrees to compensate Contractor for the services provided under this Agreement, and Contractor agrees to accept payment, the Agenda Item #7.3:

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

7.2 Invoices. Contractor 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/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. Contractor shall include a copy of each subcontractor invoice, if any, for which reimbursement is sought in the invoice.

7.3 Taxes. City shall not withhold applicable taxes or other payroll deductions from payments made to Contractor except as otherwise required by law. Contractor 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 Contractor.

8. LABOR CODE

8.1 Prevailing Wage Law. This Agreement is subject to the requirements of the prevailing wage laws, including, but not limited to, Labor Code Section 1720 et seq., and Labor Code Section 1770 et seq., as well as Code of Regulations, Title 8, Section 16000 et seq., which require payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Contractor shall defend, indemnify, and hold harmless City, and its officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of failure or alleged failure of Contractor to comply with such prevailing wage laws.

8.2 Payment of Prevailing Wages. Contractor shall pay the prevailing wage rates for all work performed under this Agreement. When any craft or Agenda Item #7.3:

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classification is omitted from the general prevailing wage determinations, the Contractor shall pay the wage rate of the craft or classification most closely related to the omitted classification.

8.3 Forfeiture. Contractor shall forfeit as a penalty to City Two Hundred Dollars ($200.00), or any greater penalty provided in the Labor Code, for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates for any work done under this Agreement employed in the performance of the Scope of Services by Contractor or by any subcontractor of Contractor in violation of the provisions of the Labor Code. In addition, the difference between such prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof, for which each worker was paid less than the prevailing wage rate shall be paid to each worker by Contractor.

8.4 Apprentices. Contractor shall comply with the provisions of Labor Code section 1777.5 concerning the employment of apprentices on public works projects. Contractor shall be responsible for ensuring compliance by its subcontractors with Labor Code section 1777.5.

8.5 Payroll Records. Pursuant to Labor Code section 1776, Contractor and any subcontractor(s) shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by Contractor in connection with this Agreement. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: (1) The information contained in the payroll record is true and correct; and (2) The employer has complied with the requirements of Labor Code section 1811 and Labor Code section 1815 for any work performed by his or her employees on the public works project. The payroll records shall be certified and shall be available for inspection at all reasonable hours as required by Labor Code section 1776.

8.6 8-Hour Work Day. This Agreement is subject to 8-hour work day and wage and hour penalty laws, including, but not limited to, Labor Code section 1810 and Labor Code section 1813. Contractor and any subcontractor(s) of Contractor shall strictly adhere to the provisions of the Labor Code regarding 8-hour work day and 40-hour work week Agenda Item #7.3:

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requirements, and overtime, Saturday, Sunday, and holiday work.

Pursuant to the Labor Code, eight hours’ labor shall constitute a legal day’s work. Work performed by Contractor’s employees in excess of eight hours per day, and 40 hours during any one week, must include compensation for all hours worked in excess of eight hours per day, or 40 hours during any one week, at not less than one and one-half times the basic rate of pay. Contractor shall forfeit as a penalty to City $25.00, or any greater penalty set forth in the Labor Code, for each worker employed in the execution of the work by Contractor or by any subcontractor(s) of Contractor, for each calendar day during which such worker is required or permitted to the work more than eight hours in one calendar day or more than 40 hours in any one calendar week in violation of the Labor Code.

8.7 Registration with DIR. Contractor and any subcontractor(s) of Contractor shall comply with the provisions of Labor Code section 1771 and Labor Code section 1725.5 requiring registration with the Department of Industrial Relations (DIR).

9. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material, and all electronic files, including computer-aided design files, developed by Contractor 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. Contractor 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 Contractor.

10. RELATIONSHIP OF PARTIES

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

10.2 No Agent Authority. Contractor 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. Contractor, its officers, employees and agents shall not have any power to bind or commit the City to any decision or course of action, and Contractor, 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 Agenda Item #7.3:

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City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement.

Contractor shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.

10.3 Independent Contractor Status. Under no circumstances shall Contractor or its employees look to the City as an employer. Contractor shall not be entitled to any benefits. City makes no representation as to the effect of this independent contractor relationship on Contractor’s previously earned California Public Employees Retirement System (“CalPERS”) retirement benefits, if any, and Contractor specifically assumes the responsibility for making such a determination. Contractor 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, “Contractor” shall include Contractor, its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Contractor or its subcontractors, in the performance of this Agreement. “City” shall include City, its officers, agents, employees and volunteers.

11.2 Contractor to Indemnify City. To the fullest extent permitted by law, Contractor shall indemnify, hold harmless, and defend City from and against any and all claims, losses, costs or expenses for any personal injury or property damage arising out of or in connection with Contractor’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Contractor or failure to comply with any provision in this Agreement.

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. Contractor shall not be required to indemnify City for such loss or damage as is caused by the sole active negligence or willful misconduct of the City.

Agenda Item #7.3:

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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. Contractor 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 Contractor with respect to a claim. If the City requests a defense deposit, Contractor shall provide it within 15 days of the request.

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

11.7 Indemnification by Subcontractors. Contractor 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 Contractor’s behalf. If Contractor fails to obtain such indemnity obligations from others, Contractor 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 Contractor’s subcontractors or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice.

11.8 Insurance Not a Substitute. City does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement. Contractor’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.

11.9 Indemnification of CalPERS Determination. In the event that Contractor 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, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS Agenda Item #7.3:

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benefits on behalf of Contractor, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

11.10 No Employment Benefits. Notwithstanding any federal, state, or local policy, rule, regulation, law or ordinance to the contrary, Contractor 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. Contractor 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 Contractor. 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 Contractor’s obligation to provide them. Contractor 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: NathansonOxbow Demonstration Garden. • Documentation of Best’s rating acceptable to the City. • Original endorsements effecting coverage for all policies required by this Agreement.
• Complete, certified copies of all required insurance policies, including endorsements affecting the coverage.

12.3 Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:

Agenda Item #7.3:

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

12.4 General Liability Insurance. Commercial General Liability Insurance shall be no less broad than ISO form CG 00 01. Coverage must be on a standard Occurrence form. Claims-Made, modified, limited or restricted Occurrence forms are not acceptable.

12.5 Worker’s Compensation Insurance. Contractor 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 Contractor 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 #7.3:

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(City of Sonoma / Sonoma Ecology Center)
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Approved for use: 1/1/2025

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 Contractor 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 Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

12.9 Subcontractors. Contractor 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.

Contractor 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 Contractor’s expense.

12.10 Proof of Renewal. Contractor 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 #7.3:

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at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages.

12.11 Additional Insured Endorsements. The City, its City Council, Commissions, officers, and employees of Sonoma must be endorsed as an additional insured for each policy required herein, including the general liability and automobile policies, other than Professional Errors and Omissions, for liability arising out of ongoing and completed operations by or on behalf of the Contractor. Contractor’s insurance policies shall be primary as respects any claims related to or as the result of the Contractor’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. Contractor 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 Contractor’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 Contractor 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 Contractor under this Agreement. Failure of the Contractor 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. Contractor shall provide no less than 30 days’ notice of any cancellation or material change to policies required by this Agreement. Contractor shall provide proof that cancelled or expired Agenda Item #7.3:

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policies of insurance have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: City of Sonoma, Attn: Public Works, No. 1 The Plaza, Sonoma, California 95476.

12.14 Contractor’s Insurance Primary. The insurance provided by Contractor, 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 Contractor’s insurance and shall not contribute with it.

12.15 Waiver of Subrogation. Contractor hereby waives all rights of subrogation against the City. Contractor shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself. Contractor 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 Contractor, its employees, agents and subcontractors.

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

12.17 Premium Payments and Deductibles. Contractor must disclose all deductibles and self-insured retention amounts to the City. The City may require the Contractor 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. Contractor shall be responsible for all premiums and deductibles in all of Contractor’s insurance policies. The amount of deductibles for insurance coverage required herein are subject to City’s approval.

Agenda Item #7.3:

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(City of Sonoma / Sonoma Ecology Center)
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Approved for use: 1/1/2025

12.18 Duty to Defend and Indemnify. Contractor’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 Contractor with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Contractor’s services under this Agreement.

13.2 Contractor Cooperation in Defense of Claims. If any claim or action is brought against City relating to Contractor’s performance in connection with this Agreement, Contractor 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 Contractor’s and City’s regular business hours; (ii) the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing); or (iii) the day of delivery if emailed to the email address listed below and simultaneously deposited in the U.S. mail, postage prepaid, to the address(es) listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to City:

Mike Berger
City of Sonoma
Public Works Department
No. 1 The Plaza
Sonoma, CA 95476
Telephone: (707) 938-3681
Facsimile: (707) 938-3240
Email: [email protected]
If to Contractor:

Richard Dale
Sonoma Ecology Center
PO Box 1486
Eldridge, CA, 95431
Telephone: 707-996-0712
Email:
[email protected]
With courtesy copy to:

Agenda Item #7.3: