Page IV-18 FEBRUARY 2026
7.08 Default by Contractor
The Contract may be canceled by the City without liability for damage, when in the City Council’s opinion the Contractor is not complying in good faith, (e.g., has disregard or violated the laws or regulations of any public entity having jurisdiction, failed to provide materials or workmanship meeting the requirement of the Contract Documents, disregarded or violated provisions of the Contract Documents or Engineer’s instructions, or failure to provide a qualified superintendent, competent workers, or equipment meeting the requirements of the Contract Documents) has declared bankruptcy, become insolvent, or assigned its assets for the benefit of its creditors, or has assigned or subcontracted any part of the work without the City Council’s consent. In the event of such cancellation, the Contractor will be paid the actual amount due based on unit prices or lump sums bid and the quantity of work completed at the time of cancellation, less damages caused to the City by acts of the Contractor causing the cancellation. The Contractor, in having tendered a bid, shall be deemed to have waived any and all claims for damages because of cancellation of Contract for any such reason. If the City declares the Contract canceled for any of the above reasons, written notice to that effect shall be served upon the Surety. The Surety shall, within 5 days, assume control and perform the work as successor to the Contractor.
If the Contractor fails to begin delivery of material and equipment, to commence work within the time specified, to maintain the rate of delivery of material, to execute the work in the manner and at such locations as specified, or fails to maintain a work program which will insure the City’s interest, or, if the Contractor is not carrying out the intent of the Contract, the Engineer’s written notice may be served upon the Contractor and the Surety on its faithful performance bond demanding satisfactory compliance with the Contract.
If the Contractor or its Surety does not comply with such notice within 5 days after receiving it, or after starting to comply, fails to continue, the City may exclude it from the premises and take possession of all material and equipment, and complete the work, by City forces or by letting the unfinished work to another Contractor, or by a combination of such methods. In any event, the cost of completing the work shall be charged against the Contractor and its Surety, and may be deducted from any money due or becoming due from the City. If the sums under the Contract are insufficient for completion, the Contractor or Surety shall pay to the City within 5 (five) days after the completion, all costs in excess of the Contract price.
If the Surety assumes any part of the work, it shall take the Contractor’s place in all respects for that part, and shall be paid by the City for all work performed by it in accordance with the Contract.
If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the work progresses, subject to the terms of the Contract.
The provisions of this section shall be in addition to all other rights and remedies available to the City under law.
7.09 Termination of Contract
The City Council may terminate the Contract at its own discretion or when conditions encountered during the work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Contract by Act of God, by law, or by official action of a public authority.
If the City Council elects to terminate the Contract, the Engineer will issue a written Notice of Termination to the Contractor. The Contractor shall stop all work under the Contract except that specifically directed to be completed prior to acceptance and work the Engineer deems necessary to secure the project for termination and to protect materials from damage. The Contractor shall also furnish the Engineer with all documentation required under the Contract including, on projects where State or Federal funds are involved, all documentation required under the State or Federal requirements included in the Contract.
Agenda Item #7.6:
Page IV-19 FEBRUARY 2026
In the event of such termination, the total compensation to be paid to the Contractor shall be determined by the Engineer on the following basis:
(a) Completed Work
Payment for all completed work and facilities will be made on the basis of unit and lump sum prices included in the Contract. For lump sum items which are only partially completed, payment will be based on the percentage of the item completed. (b) Materials
Payment for materials purchased by the Contractor but not incorporated in the work, will be made on the basis of the actual cost to the Contractor for the purchase of the material and delivery to the City. When the Engineer directs the Contractor to return material to a vendor, the Contractor will be paid for his reasonable cost of handling such material. (c) Other Work
Payment for mobilization, demobilization, work done to secure the project for termination and any other work required by the Engineer, to the extent that such work is not included in any other payment made to the Contractor, will be made on the basis of extra work as provided in Section 9 hereof.
Termination of the Contract shall not relieve the Contractor or the Surety of its obligation for any just claims arising out of the work performed.
7.10 Right of Way
The necessary rights of way and easements for the work will be provided by the City, if applicable.
The Contractor shall make his own arrangements and pay all expenses for additional area required by him outside of the limits of right of way, unless otherwise provided in these Special Provisions.
Agenda Item #7.6:
Page IV-20 FEBRUARY 2026
SECTION 8 CHANGES IN WORK
8.01 Changes Requested by the Contractor
Changes in specified methods of construction may be made at the Contractor’s request when approved in writing by the Engineer.
Changes in the Specifications, requested in writing by the Contractor, which do not materially affect the work and which are not detrimental to the work or to the interest of the City, may be granted by the City to facilitate the work, when approved in writing by the Engineer.
If such changes are granted, they shall be made at a reduction in cost or at no additional cost to the City. Nothing herein shall be construed as granting a right to the Contractor to demand acceptance of such changes.
8.02 Changes Initiated by the City
The City may change the Specifications, character of the work, or quantity of work, provided the total arithmetic dollar value of all such changes, both additive and deductive, does not exceed 25% of the Contract price, with the exception of alternate bid items. Should it become necessary to exceed this limitation, the change shall be by written supplemental agreement between the Contractor and the City, unless an alternate bid item is used.
Change order shall be in writing and state the dollar value of the change or establish method of payment, any adjustment in Contract time, and when negotiated prices are involved, shall provide for the Contractor’s signature indicating his acceptance.
If a change is ordered in an item of work covered by a Contract unit price, and such change does not involve a substantial change in the character of the work from that shown on the Plan or included in the Specifications, an adjustment in payment will be made based upon the increase or decrease in quantity and the Contract unit price. In the case of such an increase or decrease in a Major Bid Item, the use of this basis for the adjustment of payment will be limited to that portion of the change which, together with all previous changes to that item, is not in excess of 25% of the total cost of such item based on the original quantity and contract unit price. For purposes of this paragraph, Major Bid Item is defined as a single Contract item listed in the Proposal which constitutes 10 percent or more of the original Contract price.
If a change is ordered in an item of work covered by a Contract unit price, and such change does involve a substantial change in the character of the work from that shown on the Plan or included in the Specifications, an adjustment in payment will be determined by agreement between the Contractor and the City. If unable to reach agreement, the City may direct the Contractor to proceed on the basis of Extra Work (Part IV, Section 9).
Should any Contract item be deleted in its entirety, payment will be made only for actual costs incurred prior to notification of such deletion.
Agenda Item #7.6:
Page IV-21 FEBRUARY 2026
SECTION 9 EXTRA WORK
9.01 General
New or unforeseen work authorized by the Engineer will be classed as “extra work” when the Engineer determines that it is not covered by Contract unit prices. Extra work shall be authorized by written change order as provided in Part IV, Subsection 8.02.
9.02 Payment
When the price for the extra work cannot be agreed upon between the Engineer and the Contractor prior to the work being done, the City will pay for the extra work on a force account basis in accordance with the applicable provisions of Section 9-1.04 of the Standard Specifications.
Agenda Item #7.6:
Page IV-22 FEBRUARY 2026
SECTION 10 DIFFERING SITE CONDITIONS
10.01 Disputed Work
Attention is directed to Section 4-1.06, "Differing Site Conditions (23 CFR 635.109)," of the Caltrans 2018 Standard Specifications. This contract is subject to mandatory provisions for the resolution of construction claims under $375,000, pursuant to Article 1.5 of the Public Contract Code § 20104.
During the progress of the work, if subsurface or latent conditions are encountered at the site differing materially from those indicated in the Contract or if unknown physical conditions of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in the work provided for in the Contract, are encountered at the site, the party discovering such conditions shall promptly notify the other party in writing of the specific differing conditions before the site is disturbed and before the affected work is performed.
Upon written notification, the engineer will investigate the conditions, and if it is determined that the conditions materially' differ and cause an increase or decrease in the cost or time required for the performance of any work under the Contract, an adjustment, excluding anticipated profits, will be made and the Contract modified in writing accordingly. The Engineer will notify you of the determination whether or not an adjustment of the Contract is warranted.
The Contractor will be allowed five (5) days from the notification of the Engineer's determination of whether or not an adjustment of the Contract is warranted, in which to file a Notice of Potential Claim in conformance with the provisions of Section 5-1.42, "Requests for Information" and Section 5-1.43, "Potential Claims and Dispute Resolution," of the Standard Specifications and as specified herein; otherwise the decision of the Engineer will be deemed to have been accepted by you as correct. The Notice of Potential Claim will set forth in what respects your position differs from the Engineer's determination and provide any additional information obtained by you, including but not limited to additional geotechnical data. The Notice of Potential Claim must be accompanied by your certification that the following were made in preparation of the bid: a review of the Contract, and an examination of the conditions above ground at the site.
No Contract adjustments which result in a benefit to the Contractor will be allowed unless the Contractor has provided the required written notice.
If any dispute shall arise between City and Contractor regarding performance of the work, or any alleged change in the work, Contractor shall timely perform the disputed work and shall give written notice of a claim for additional compensation for the work to City within ten (10) days after commencement of the disputed work. Contractor's failure to give written notice within the ten (10) day period constitutes an agreement by Contractor that it will receive no extra compensation for the disputed work
If any dispute shall arise between City and Contractor regarding performance of the work, or any alleged change in the work, Contractor shall timely perform the disputed work and shall give written notice of a claim for additional compensation for the work to City within ten (10) days after commencement of the disputed work. Contractor's failure to give written notice within the ten (10) day period constitutes an agreement by Contractor that it will receive no extra compensation for the disputed work.
Agenda Item #7.6:
Page IV-23 FEBRUARY 2026
SECTION 11 FINAL ACCEPTANCE OF THE WORK
The Contractor will notify the Engineer, in writing, of the completion of the work, and the Engineer will promptly satisfy himself as to the actual completion, and when he is so satisfied he will recommend acceptance to the City Council at its next regular meeting. The date of completion will be the date of acceptance of the work by the City Council.
Agenda Item #7.6:
Page IV-24 FEBRUARY 2026
SECTION 12 MEASUREMENT AND PAYMENT
12.01 Measurement
12.01.1 Unit Price Work
(a) General
Measurement shall be as herein provided except as otherwise specified in Part V Technical Specifications.
Unless otherwise specified, quantities of work shall be determined from measurements or dimensions in horizontal plane. However, linear quantities of pipe, piling, fencing, and timber shall be considered as being the true length measured along the longitudinal axis.
Unless otherwise provided in these Special Provisions or Specifications, volumetric quantities shall be the product of the mean area of vertical or horizontal sections and the intervening horizontal or vertical dimension. The planimeter shall be considered an instrument of precision adapted to the measurement of all areas. (b) Certified Weights
When payment is to be made on the basis of weight, the weighing shall be done on certified platform scales or, when approved by the Engineer, on a completely automated weighing and recording system. The Contractor shall furnish the Engineer with duplicate licensed weigh-master’s certificates showing the actual net weights. The City will accept the certificates as evidence of the weights delivered.
When payment is to be made on the basis of cubic yardage, the yardage shall be recorded by the landfill on each truck ticket as it enters the landfill for disposal, and if the method is preapproved by the Engineer.
(c) Units of Measurement
Measurements shall be in accordance with U.S. Standard Measures. A pound is an avoirdupois pound. A ton is 2,000 pounds avoirdupois. The unit of liquid measure is the U.S. gallon.
12.01.2 Lump Sum Contracts
When required by these Special Provisions or requested by the Engineer, the Contractor shall submit to the Engineer within 15 days after award of Contract, a detailed schedule in triplicate, to be used only as a basis for determining progress payments on a lump sum contract or any designated lump sum bid item. This schedule should equal in total the lump sum bid and shall be in such form and sufficiently detailed as to satisfy the Engineer that it correctly represents a reasonable apportionment of the lump sum.
12.02 Payment
Payment shall be made as herein provided except as otherwise specified in Part V Technical Specifications.
Once each month the Engineer will make an approximate measurement of the work performed through the last day of the preceding month and estimate its value based on the contract unit prices.
When the work has been satisfactorily completed, the Engineer will determine the quantity of work performed and prepare the final estimate of the value thereof.
From each progress estimate, 5% will be deducted and retained by the City, and the remainder less the amount of all previous payments will be paid to the Contractor, except that the Contractor may elect to provide for the substitution of securities for any moneys which would otherwise be withheld Agenda Item #7.6:
Page IV-25 FEBRUARY 2026
by the City to ensure performance under the Contract or may request the City to make payment of retentions earned directly to an escrow agent subject to the provisions of Section 22300 of the Public Contracts Code.
The quantities listed in the bid schedule do not govern final payment. Payments to the Contractor will be made only for the actual quantities of contract items constructed in accordance with the Specifications. If, upon completion of the construction, these actual quantities show either an increase or decrease from the quantities given in the bid schedule, the contract unit prices will still prevail subject to the provisions of Part IV, Section 8 of these Special Provisions.
Payment will not be made for materials wasted or disposed of in a manner not called for under the Contract. This includes rejected material not unloaded from vehicles, material rejected after it has been placed and material placed outside of the plan lines. Unless otherwise provided, no payment will be made for materials delivered to the site but not incorporated in the work. Such quantities will not be included in the final pay quantities. No compensation will be allowed for disposing of rejected or excess material.
Whenever any portion of the work is performed by the City at the Contractor’s request, the cost thereof shall be charged against the Contractor, and may be deducted from any amount due or becoming due from the City.
Whenever immediate action is required to prevent impending injury, death, or property damage, and precautions which are the Contractor’s responsibility have not been taken and are not reasonably expected to be taken, the City may, after reasonable attempt to notify the Contractor, cause such precautions to be taken and shall charge the cost thereof against the Contractor, or may deduct such cost from any amount due or becoming due from the City. City action or inaction under such circumstances shall not be construed as relieving the Contractor or his Surety from liability.
At the expiration of 35 days from the date of recordation of the Notice of Completion by the County Clerk, the amount deducted from the final estimate and retained by the City will be paid to the Contractor except such amounts as are required by law or as are authorized by the Contract to be further retained.
If within the time fixed by law, a properly executed notice to stop payment is filed with the City due to the Contractor’s failure to pay for labor or materials used in the work, all money due for such labor or materials will be withheld from payment to the Contractor in accordance with the applicable laws.
It is the intent of the Specifications and Contract Documents to provide for the construction of complete and finished facilities and works of improvement unless otherwise specifically provided.
Except for authorized changes in the work, payment for said complete and finished facilities and works of improvement will be made only on the basis of the contract items of work listed in the Proposal. All other work, including the furnishing of plant, labor, materials, tools, equipment and incidentals, provided for in the Specifications and Contract Documents, or required for the proper completion of the work as a whole, or for complying with any requirements of the Specifications and Contract Documents, for which no separate payment has been provided shall be a supplementary obligation of the Contractor and payment therefore shall be considered included in the prices paid for the various contract items of work listed in the Proposal.
It is mutually agreed between Contractor and the City that any payments made under the Contract shall not be conclusive evidence of the performance of the Contract, either wholly or in part, against any claim of the City of Sonoma, and no payment shall be construed to be an acceptance of any defective work or improper materials.
Agenda Item #7.6:
Page IV-26 FEBRUARY 2026
The Contractor further agrees that the payment of the final amount due under the Contract, and the adjustment and payment for any work done in accordance with any alterations of the same, shall release the City of Sonoma, the City Council, and all officers, agents and employees thereof from any and all claims or liability on account of work performed under the Contract or any alteration thereof.
12.03 Payment Withholds
Withholds are not retentions under Section 7107 of the Public Contracts Code. For provisions for withholds refer to the Standard Specifications (2018).
Agenda Item #7.6:
Page IV-27 FEBRUARY 2026
SECTION 13 TIMING OF PAYMENT
13.01 Timing of Payment
Billing and payment shall consist of one billing progress payment per month, addressed to City Hall, No. 1 The Plaza, Sonoma, CA 95476, Attention: Accounts Payable; and payment by City check will be made within thirty (30) calendar days of the date of the City Engineer’s approval of the progress payment. Contractor’s progress payment shall include name of project, name of City project manager, and City accounting code in order for proper and timely payment to be made.
Timing of payment may extend beyond 30 calendar days if the Contractor does not have an administrative/office assistant available for questions on a daily basis.
Agenda Item #7.6:
Page IV-28 FEBRUARY 2026
SECTION 14 PROPOSAL REQUIREMENTS AND CONDITIONS
14.01 State Standard Specifications and Plans
The work embraced herein shall be done in accordance with the Contract Documents, Standard Specifications dated 2018 and the Standard Plans dated 2018, of the Department of Transportation insofar as the same may apply and these Special Provisions.
In case of conflict between the Standard Specifications and these Special Provisions, the Special Provisions shall take precedence over and be used in lieu of the conflicting portions.
Revisions to the Standard Specifications set forth in these Special Provisions shall be considered as part of the Standard Specifications for the purposes set forth in Section 5-1.02, "Contract Components," of the Standard Specifications. Whenever either the term "Standard Specifications is amended" or the term "Standard Specifications are amended" is used in the Special Provisions, the indented text or table following the term shall be considered an amendment to the Standard Specifications. In case of conflict between such amendments and the Standard Specifications, the amendments shall take precedence over and be used in lieu of the conflicting portions.
14.02 Plans
The following plans are an integral part of the Contract.
Figure 1 – Project Location and Limits located in Appendix A.
Speed Hump detail located in Appendix B.
City Standard Details Standard Plan No.
Local Street Typical Section 101
Collector Street Typical Section 102
Arterial Street Typical Section 103
Standard Pedestrian Crosswalk Continental Crosswalk 104 Construction General Notes 1 and 2 105
Sign, Post and Foundation Installation 115
Frame and Cover Adjustment 116
Survey Monument Installation 117
Caltrans Standard Plans
Pavement Markers and Traffic Lines Typical Details A20A Pavement Markers and Traffic Lines Typical Details A20B Pavement Markers and Traffic Lines Typical Details A20C Pavement Markers and Traffic Lines Typical Details A20D Pavement Markings Arrows A24A
Pavement Markings Arrows and Symbols A24B
Pavement Markings Symbols and Numerals A24C
Pavement Markings Words A24D
Pavement Markings Words, Limits and Yield Lines A24E
Pavement Markings Crosswalks A24F
Object Markers A73A
Agenda Item #7.6:
PART V -
TECHNICAL
SPECIFICATIONS
Agenda Item #7.6:
TOC-i FEBRUARY 2026
Table of Contents
PART V – TECHNICAL SPECIFICATIONS
SECTION 10 GENERAL ..................................................................................................... V-1 10-1.01 GENERAL ......................................................................................................... V-1 10-1.01 EXISTING CONDITIONS................................................................................ V-1 10-1.02 MOBILIZATION/DEMOBILIZATION ........................................................... V-1 10-1.03 TIME CONSTRAINTS ..................................................................................... V-1 10-1.04 MEETINGS ....................................................................................................... V-1 10-1.04A PRECONSTRUCTION MEETING ............................................................... V-1 10-1.04B SITE MOBILIZATION MEETING ............................................................... V-2 10-1.04C PROGRESS MEETINGS ............................................................................... V-3 10-1.05 CONSTRUCTION SCHEDULE ....................................................................... V-3 10-1.06 DUST CONTROL ............................................................................................. V-4 10-1.07 WATERING ...................................................................................................... V-4 10-1.08 UTILITIES......................................................................................................... V-4 10-1.09 CONSTRUCTION STAKING ........................................................................... V-5 SECTION 12 TEMPORARY TRAFFIC CONTROL .......................................................... V-6 12-1 GENERAL .............................................................................................................. V-6 12-1.01 GENERAL ......................................................................................................... V-6 12-2 PUBLIC NOTIFICATION ..................................................................................... V-6 12-3 TEMPORARY TRAFFIC CONTROL DEVICES ................................................ V-7 12-3.01 GENERAL ......................................................................................................... V-7 12-4 MAINTAINING TRAFFIC .................................................................................... V-8 12-4.01 GENERAL ......................................................................................................... V-8 12-4.02C(3)(m) CLOSURE REQUIREMENTS ............................................................ V-9 12-9 MEASUREMENT AND PAYMENT .................................................................. V-11 12-9.01 PAYMENT ...................................................................................................... V-11 SECTION 13 WATER POLLUTION CONTROL ............................................................ V-12 13-1 GENERAL ............................................................................................................ V-12 13-2 WATER POLLUTION CONTROL PLAN ......................................................... V-12 13-3 WEATHER FORECAST MONITORING ........................................................... V-13 13-4 SPILL PREVENTION AND CONTROL ............................................................ V-13 13-5 EXCAVATION, PAVING, SAW CUTTING, GROOVING AND GRINDING ACTIVITIES .................................................................................................................. V-13 13-5 PAYMENT ........................................................................................................... V-14 SECTION 15 EXISTING FACILITIES ............................................................................. V-16 15-1.01 GENERAL ........................................................................................................ V-16 15-1.03E COLD PLANING HOT MIX ASPHALT PAVEMENT ............................... V-16 15-1.03F REMOVAL OF TRAFFIC STRIPES AND PAVEMENT MARKINGS (NONHAZARDOUS ............................................................................................................... V-18 15-1.03G ADJUST EXISTING UTILITIES TO GRADE ............................................ V-19 15-1.03H MISCELLANEOUS REMOVALS ............................................................... V-20 15-1.04 PAYMENT ...................................................................................................... V-20 SECTION 18 DUST PALLIATIVE ................................................................................... V-23 18-1.01 GENERAL ........................................................................................................ V-23 Agenda Item #7.6:
TOC-ii FEBRUARY 2026
18-1.01A SUMMARY ................................................................................................... V-23 18-1.03 CONSTRUCTION............................................................................................ V-23 18-1.04 PAYMENT ...................................................................................................... V-23 SECTION 19 EXCAVATION ........................................................................................... V-24 19-1.01 GENERAL ........................................................................................................ V-24 19-1.03B UNSUITABLE MATERIAL ........................................................................ V-24 SECTION 39-2 HOT MIX ASPHALT .............................................................................. V-27 39-2.01 GENERAL ........................................................................................................ V-27 39-2.01A(1) SUMMARY .............................................................................................. V-27 39-2.01A(3) SUBMITTALS .......................................................................................... V-29 39-2.01A(3)(c) QUALITY CONTROL PLAN ............................................................. V-30 39-2.01A(5) PROJECT CONDITIONS ........................................................................ V-33 39-2.02 MATERIALS ................................................................................................... V-33 39-2.01B(2) MIX DESIGN ............................................................................................ V-33 39-2.01B(3) ASPHALT BINDER ................................................................................. V-34 39-2.01B(6) TACK COAT ............................................................................................ V-34 39-2.01C CONSTRUCTION ......................................................................................... V-34 39-2.01C(1) GENERAL ................................................................................................ V-35 39-2.01C(2) SPREADING AND COMPACTING ....................................................... V-35 39-2.01D PAYMENT .................................................................................................... V-36 SECTION 84 MARKINGS ................................................................................................ V-37 84-1.01 GENERAL ........................................................................................................ V-37 84-1.03 CONSTRUCTION............................................................................................ V-37 84-2.01C SUBMITTALS .............................................................................................. V-37 84-2.02 MATERIALS .................................................................................................. V-37 84-2.04 PAYMENT ...................................................................................................... V-37 SECTION 96 GEOSYNTHETICS ..................................................................................... V-39 96-1.01 GENERAL ........................................................................................................ V-39 96-1.02 MATERIALS .................................................................................................. V-39 96-1.02O SUBGRADE ENHANCEMENT GEOTEXTILE ......................................... V-39 96-1.03 CONSTRUCTION........................................................................................... V-39 96-6.04 PAYMENT ...................................................................................................... V-39 Agenda Item #7.6:
Page V-1 FEBRUARY 2026
SECTION 10 GENERAL
10-1.01 GENERAL
The work to be done includes the furnishing of all plant, labor, materials, tools, equipment, transportation and incidentals, including all specials and appurtenances, necessary to complete all the Work provided for in the project Plan, Specifications and Contract Documents for CIP T-5, FRYER CREEK DRIVE, PICKETT STREET AND NASH STREET PAVEMENT REHABILITATION PROJECT NO. 2601.
In general, the work includes pavement rehabilitation with striping replacement within the project limits on Fryer Creek Drive, Pickett Street, Nash Street and Cooper Street. Work includes asphalt pavement grinding, hot mix asphalt overlay, removal and replacement of speed humps, pavement striping and markings, protection and adjustment of existing utility structures, traffic control, water pollution control and other related work as set forth in the project contract documents. 10-1.01 EXISTING CONDITIONS
The City does not guarantee the nature and/or character of surface conditions or of any other materials to be encountered in the work, including the condition of the existing pavement. Should actual conditions be found to differ from those indicated on the Plan or in the Specifications, the Contractor shall have no claim against the City.
The City will not provide a staging area for this project. The Contractor shall make his own arrangements for a staging area on private property. All costs and expenses associated with the staging area shall be borne by the Contractor at no cost to the City. Any staging area proposed for use by the Contractor that is within the City’s or County’s right-of-way must be approved by the City Engineer or County Inspector. Vehicles will not be allowed to park off of the pavement. 10-1.02 MOBILIZATION/DEMOBILIZATION
Mobilization/Demobilization will be made in two equal payments at the Lump Sum (LS) allowance in the Bid Schedule, which price shall constitute full compensation for all such work. The scope of work for Mobilization shall include, but not limited to, obtaining all bonds, insurance and permits, moving onto the site of all plant and equipment, preparation and attendance at all project meetings, preparation and maintenance of the construction schedule, dust control, water for construction, and compliance with all other work within this section. Payment for Demobilization shall occur when all required items per the Contract are fulfilled and the site is free of equipment and clean. 10-1.03 TIME CONSTRAINTS
Refer to Notice to Bidders for time allowed for completion of all work under the contract. The Contractor shall diligently prosecute the work to completion within the time provided.
The City expects to issue to the Contractor a Notice to Proceed for the work, effective as soon as practicable after execution of the construction contract. 10-1.04 MEETINGS
10-1.04A PRECONSTRUCTION MEETING
The City will schedule meeting after Notice of Award. The attendance required at the meeting includes the City, Engineer and Contractor. The agenda will include the following items:
Agenda Item #7.6:
Page V-2 FEBRUARY 2026
1. Execution of City-Contractor Agreement;
2. Submission of executed bonds and insurance certificates;
3. Distribution of Contract Documents;
4. Submission of list of Subcontractors, list of products, schedule of values, and progress schedule;
5. Designation of personnel representing parties in Contract, and Engineer;
6. Procedures and processing of field decisions, submittals, substitutions, applications for payments, proposal request, Change Orders, and Contract closeout procedures;
7. Scheduling;
8. Submission of list of permits and licenses the Contractor shall obtain indicating the agency required to grant the permit, the expected date of submittal for the permit, and required date for receipt of the permit; and
9. Hazardous and non-hazardous residue and contingency of payment on adequate disposal.
The City will record minutes and distribute copies within two days after meeting to participants, with two copies to Engineer, City, and those affected by decisions made. 10-1.04B SITE MOBILIZATION MEETING
The City will schedule the site mobilization meeting at the Project site prior to Contractor occupancy.
The attendance required at the meeting includes the City, Engineer, Contractor, Contractor's Superintendent, and major Subcontractors. The agenda will include the following items:
1. Use of premises by City and Contractor;
2. City's requirements;
3. Construction facilities and controls provided by City;
4. Temporary utilities provided by City;
5. Survey and layout;
6. Security and housekeeping procedures;
7. Schedules;
8. Application for payment procedures;
9. Procedures for testing;
10. Procedures for maintaining record documents; and
11. Inspection and acceptance of equipment put into service during construction period.
The City will record minutes and distribute copies within two days after meeting to participants, with two copies to Engineer, City, and those affected by decisions made.
Agenda Item #7.6:
Page V-3 FEBRUARY 2026
10-1.04C PROGRESS MEETINGS
The City will schedule and administer meetings throughout the progress of the Work at maximum biweekly intervals. The City will make arrangements for the meetings, prepare agenda with copies for participants, and preside at the meetings. The attendance required at the meeting includes the Job superintendent, major subcontractors and suppliers, City, Engineer, as appropriate to agenda topics for each meeting. The agenda will include the following items:
1. Review minutes of previous meetings;
2. Review of Work progress;
3. Field observations, problems, and decisions;
4. Identification of problems impeding planned progress;
5. Review of submittals schedule and status of submittals;
6. Review of off-site fabrication and delivery schedules;
7. Maintenance of progress schedule;
8. Corrective measures to regain projected schedules;
9. Planned progress during succeeding work period;
10. Coordination of projected progress;
11. Maintenance of quality and work standards;
12. Effect of proposed changes on progress schedule and coordination; and
13. Other business relating to Work.
The City will record minutes and distribute copies within two days after meeting to participants, with two copies to Engineer, City, and those affected by decisions made. 10-1.05 CONSTRUCTION SCHEDULE
After notification of award, and prior to the start of any work, the Contractor shall submit to the Engineer for approval his proposed construction schedule in accordance with the Special Provisions Part IV, Subsection 7.04. Said schedule shall incorporate the requirements specified herein, including coordination with utilities. Work shall not begin until said schedule has been approved by the Engineer.
The construction schedule must be a Critical Path Method (CPM) schedule identifying the critical path, constrained to the original contract completion date. Submit a plotted original, time-scaled network diagram on a sheet at least 8-1/2 by 11 inches with a title block and timeline.
The schedule must include the following, at a minimum:
• Contract milestones and constraints;
• Critical submittal development, review and acceptance; • Material procurement; and
Agenda Item #7.6:
Page V-4 FEBRUARY 2026
• All work steps and construction activities.
The Contractor shall plan his operations in such a manner as to cause as little inconvenience as possible to public traffic and the various facilities located adjacent to the work; including any time or construction phasing constraints provided in these specifications. 10-1.06 DUST CONTROL
The Contractor shall at all times provide for the abatement of dust nuisance. When required by the Engineer, the Contractor shall furnish and operate a self-loading motor sweeper with spray nozzles as often as necessary to keep paved areas acceptably clean and free of dust. 10-1.07 WATERING
Recycled water for use in the work (dust control, etc.) will be available from Sonoma County Water Agency Sonoma Valley County Sanitation District, at 22675 Eighth Street East, Sonoma, CA. Contact Sonoma County Water Agency for recycled water rates and charges. Potable water may be available by request from the City. The Contractor is responsible for all costs associated with obtaining recycled water or potable water. Prior to using any water, the Contractor may need to obtain a permit from the Sonoma County Water Agency Sonoma Valley County Sanitation District or City.
The Contractor shall comply with all requirements of the permit and all water used shall be measured by means of a meter. The Contractor, at his option and expense, may obtain water from some source other than the Sonoma Valley County Sanitation District or City water system.
All water trucks and/or other tanks used by the Contractor shall have an approved air-gap separation between the free-flowing discharge end of the supply pipe and the overflow rim of the receiving vessel.
The air-gap shall be at least double the diameter of the supply pipe measured vertically above the overflow rim of the vessel, but in no case less than one inch. 10-1.08 UTILITIES
The Contractor's attention is directed to the existence of underground utility lines, power, telephone, and cable television poles and to sewer, water, and storm drain facilities within the area in which construction is to be performed.
Prior to starting work, the Contractor shall (a minimum of two working days in advance) call Underground Service Alert (USA), toll free, at (800) 227-2600 or call 811 and provide USA with all necessary data relative to the proposed work. USA will accept calls and process information to participating agencies who have underground facilities in the area between the hours of 7:30 a.m. and 5:00 p.m. daily, except Saturdays, Sundays, and holidays. Between the hours 5:00 p.m. and 7:30 a.m. calls will be recorded and then processed after 7:30 a.m. For emergency situations, after hours and on Saturdays, Sundays and holidays, the Contractor shall contact the organization owning the affected facility. Upon notification, agencies having facilities in the area of the proposed excavation will mark their locations in the field using USA standard colors and codes to identify the facility.
The Contractor will be required to work around utility facilities and other improvements that are to remain in place within the construction area, or that are to be relocated and relocation operations have not been completed, and he will be held liable to the owners of such facilities or improvements for any damage to such facilities or interference with service resulting from his operations.
Agenda Item #7.6:
Page V-5 FEBRUARY 2026
10-1.09 CONSTRUCTION STAKING
This work shall consist of furnishing and setting construction stakes and marks by the Contractor to establish the lines and grades required for the completion of the work as shown on the Plan and as specified in the Standard Specifications and these Technical Specifications.
All construction staking shall be performed by a surveyor licensed in the State of California.
The layout and establishment of grades shall be made by the Contractor.
All other specifications, including the requirements in Section 5-1.26, "Construction Surveys," of the Standard Specifications, which require the establishment of surveyed lines and grades by the Engineer shall not apply to this contract.
Construction stakes and markings shall be removed from the site of the work when no longer needed.
All costs involved with “Construction Staking” shall be included in the prices paid for the various contract items of work and no separate or additional compensation shall be allowed therefore.
Agenda Item #7.6:
Page V-6 FEBRUARY 2026
SECTION 12 TEMPORARY TRAFFIC CONTROL
12-1 GENERAL
12-1.01 GENERAL
Construction area traffic control devices shall be installed and maintained in accordance with the applicable sections of these Special Provisions, the Standard Specifications, the current edition of the California Manual on Uniform Traffic Control Devices (CA MUTCD), the Americans with Disabilities Act (ADA) and as directed by the Engineer.
12-2 PUBLIC NOTIFICATION
12-2.1 GENERAL NOTIFICATIONS
The Contractor shall be required to notify and cooperate with the public, transit companies, local law enforcement agencies, and any other persons or agencies who may be affected by this project.
Contractor shall notify affected parties, including property owners near staging area, at least five (5) working days prior to construction. Other notifications may be required during project construction as outlined below. The Contractor must submit notifications for City review and acceptance prior to notification.
Notifications will be provided by the Contractor relating to, but not limited to, the following items:
• General information;
• Traffic delays and alternate routes;
• Driveway closures;
• Temporary relocation of bus stops;
• Mail delivery; and
• Solid waste/recycling pick-up.
Such notice shall state that all vehicles and equipment need to be moved off of the street and include the expected date for start of construction, a general description of the construction activity to take place, expected duration of the activity, and the name, address, and 24-hour telephone number of the Contractor. The form of notice shall be subject to approval of the Engineer and shall be provided to the Engineer for approval, prior to distribution.
At five (5) calendar days and again at forty-eight (48) hours prior to beginning any construction operations which will, in any way, inconvenience the business or resident/property owner or affect their operations or preclude access to their property, the Contractor shall distribute approved written notices to all adjoining residents and businesses, property owners, tenants and applicable parties. A separate written notice shall be provided for (1) streets directly affected by project construction (2) streets indirectly affected by the project construction and (3) those properties that are affected by the Contractor’s selected staging area. At a minimum, the Contractor shall deliver written notices to all parcels located within 300-feet of the project locations advising them of the planned construction schedule and operations. At the same time, a separate notice must be provided to all resident/property owner or business that is impacted based on the Contractor’s staging area. Re-scheduled operations shall require new notices. The Contractor is directed to Sections 12-2 for additional traffic control and special requirements pertaining to advance public notification.
Agenda Item #7.6:
Page V-7 FEBRUARY 2026
The Contractor shall maintain a 24-hour cellular telephone. The Contractor shall check for messages at least once every twelve hours, seven days a week, including weekends and holidays. The Contractor shall respond promptly to all calls. The cost of maintaining the 24-hour telephone as herein specified shall be considered as included in the various other contract items and no additional compensation shall be allowed therefore.
If operations have been postponed or cancelled with no work in the proposed area for more than five (5) working days, the Contractor shall re-notify the affected residents and businesses with new notices a minimum of twenty-four (24) hours prior to the start of the work.
The Contractor shall notify:
• Sonoma Garbage Collectors at least five (5) days ahead (707) 996-7555 • Sonoma Valley Unified School District at least forty-eight (48) hours in advance of any street closing which will affect the school bus routes at any time school is in session • U. S. Postal Service at least forty-eight (48) hours in advance of any street closing which will affect mail deliveries
• Sonoma County Transit at (707) 585-7516 five calendar days prior to any lane closures or restrictions in turning movements.
• Sonoma Garbage Collectors at (707) 996-7555 a minimum of five calendar days prior to any lane closures or restrictions in turning movements.
• City of Sonoma Police Department at (707) 996-3602 at least forty-eight (48) hours in advance of any street closing.
• Sonoma Valley Fire Department at (707)996-2102 at least forty-eight (48) hours in advance of any street closing.
The Contractor shall maintain an updated and chronological record at the job site of all written notifications along with a list of recipients. Such records shall be made available upon request by the Engineer.
Failure to comply with the above notification requirements could result in cancellation of the day’s work by the Engineer. No extension of time or additional cost will be granted for delays to the Contractor caused by any work cancellations.
No work shall take place prior to the required notification, re-notification, or coordination work with affected facilities.
12-3 TEMPORARY TRAFFIC CONTROL DEVICES
12-3.01 GENERAL
Prior to commencing construction which will affect existing vehicular and pedestrian traffic, the Contractor shall submit, for review by the Engineer, Traffic Control Plans on 11" x 17" sheets of paper which contains only information specifically related to work zone vehicular and pedestrian traffic control. If the Contractor proposes to use the current edition of the CA MUTCD published by Caltrans in lieu of a traffic control plan, in specific work operations, they shall submit in writing for consideration which Typical Application Diagram will be used and how it will be applied for each work operation.
Agenda Item #7.6:
Page V-8 FEBRUARY 2026
Traffic Control Plans or proposals shall be submitted for review at least two weeks prior to implementation.
Traffic Control Plans shall contain a title block which contains the Contractor's name, address, phone number, project superintendent's name, contract name, dates and hours traffic control will be in effect, and a space for review acknowledgment.
The content of the Traffic Control Plan shall include, but is not limited to, the following:
1. Show location and limits of the work zone.
2. Give dimensions of lanes affected by traffic control that will be open to traffic.
3. Indicate signing, cone placement, and other methods of delineation and reference to appropriate Caltrans Standards.
4. Dimension location of signs and cone tapers.
5. Identify side streets and driveways affected by construction and show how they will be handled.
6. Show how pedestrian traffic will be handled through the construction site. Pedestrian pathways through the work zone shall be in compliance with the requirements of ADA during and after work hours.
7. Indentify message board locations. A minimum of two (2) changeable message boards shall be required. Locations to be determined by the Engineer.
8. Demonstrate how two-way traffic will be maintained, which must be maintained on all arterial and major/minor collector streets, as determined in coordination with the City during construction.
No work will be allowed to commence prior to approval of the Work Zone Traffic Control Plans. 12-4 MAINTAINING TRAFFIC
12-4.01 GENERAL
Pedestrian and Vehicular access shall be maintained at all times to all existing driveways, except when work in the immediate vicinity poses a safety risk to the public. If access is interrupted, the Contractor shall perform the work in an expeditious manner such that access can be restored as quickly as possible while maintaining a safe worksite. Pedestrian access and circulation that is fully wheelchair accessible shall be maintained by the Contractor through the project area. The full width of the traveled way shall be open for use by public traffic on Saturday, Sundays and designated legal holiday(s), after 4:00 p.m. on Fridays and the day preceding designated legal holidays, and when construction operations are not actively in progress, unless work has specifically been authorized by the Engineer.
The location of traffic control signing, barricades, and other facilities shall be monitored frequently (four to five times per day) by the Contractor to verify their proper location. All traffic signal and other traffic control devices shall be maintained at all times.
The Contractor shall conduct his operations so as to cause the minimum obstruction and inconvenience to traffic and to places of business, multiple dwelling units and residences adjacent to the work. The Agenda Item #7.6:
Page V-9 FEBRUARY 2026
Contractor shall notify the Engineer of his planned work and utility service interruption at least five working days in advance to allow time to notify residents and businesses.
When construction activities will prevent vehicle access to individual driveways the Contractor shall notify the affected businesses and residents per Section 12-2, “Traffic Control”, of these Special Provisions. Full access shall be provided to all driveways during non-working hours.
Free access shall be provided at all times to existing fire hydrants, water meters, water valves and mailboxes. Utility companies shall be provided access to their facilities as required. The Contractor shall cooperate with the Sonoma Garbage Collector to the extent necessary to maintain existing trash collection schedules.
The Contractor shall furnish, erect and maintain all warning signs, lights, barricades, detour and directional signs and such other devices as are considered necessary by the Engineer to provide adequate warning and direction to public traffic. The Contractor shall furnish flagmen whenever necessary to provide for safety of the public and/or workmen. Handheld or vehicle mounted radios shall be provided as necessary for communications between flagmen.
Whenever necessary, the Contractor shall furnish an adequate number of competent flagmen whose sole duties shall consist of directing the movement of public traffic through or around the work area, maintaining the traffic control system and maintaining advanced warning signs and detour signs. If any component in the traffic control system, detour signs, etc. is damaged, displaced or ceases to operate or function as intended, from any cause, the Contractor shall immediately repair said component to its original condition, or replace said component, and shall restore the component to its original location. 12-4.02C(3)(m) CLOSURE REQUIREMENTS
Traffic control and access shall be in accordance with Part IV, Subsection 6.08 of these Special Provisions and as provided herein.
The Contractor shall plan his operations in such a manner as to cause as little inconvenience as possible to public traffic and the various facilities located adjacent to the work.
Traffic shall be permitted to pass through the work area, and access to private driveways, businesses, and garages shall be provided except when precluded by necessary construction for reasonable periods of time as approved by the Engineer. The Contractor shall coordinate their work schedule around businesses deliveries. The Contractor shall accommodate and provide full access as required for businesses to accept deliveries and full access/egress for entering and existing customer traffic.
The Contractor shall maintain at least one lane of traffic at all times. Road closures to through traffic will be permitted, pending acceptance of the Contractor’s traffic control plan. A minimum of one lane, not less than 11-feet wide, shall be open for use by public traffic in each direction with adequate traffic control and signing and one-way traffic control with flaggers as necessary.
All streets and sidewalks shall be opened to public use and traffic at the end of each day’s work or whenever work ceases for any reason. For streets closed to through traffic, sidewalks shall remain open.
The Contractor shall not park construction vehicles contractor employee vehicles, stage materials or stockpiles in front of any business or residential driveway access and the Contractor shall maintain access to private parking lots within the block where work is in progress. Construction vehicles shall not be left running for any length of time if parked in front of a business or residential unit.
Agenda Item #7.6:
Page V-10 FEBRUARY 2026
The Contractor shall keep the City of Sonoma Fire Department informed regarding the closure of any traveled way. At a minimum, the Contractor shall call the Fire Department daily to report any traveled way closure. This means immediately upon closure for that day and again immediately after removal of the closure. For closures over multiple days, the daily notification still applies. This requirement does not apply for single lane closures on multiple lane streets. Where necessary, and only after receiving written approval from the Engineer, the Contractor may temporarily suspend curb side parking in their immediate work zone. Contractor shall hand deliver Notification to businesses and residents at least 72 hours prior to construction in the affected areas.
Notification shall be as follows:
1. A notice placed on the front door of each home or business where curb side parking will be suspended and attempt made to notify each business or resident verbally that work will be underway within the block and that curb side parking will be suspended during stated working hours and request that vehicles be parked out of the roadway by 8:00 a.m. Service of notice shall not bar use of cars within the block, as individual plans change and emergencies arise.
2. Type 1 barricades every 50 (-100 feet depending on street) feet adjacent to the curb where parking will be suspended with a notice posted on the barricade stating specific dates and times that curb side parking will be temporarily suspended. If work will not take place in the posted area, then Contractor shall remove “No Parking” notices. The no parking notice shall include day of the week written out or properly abbreviated with 3 or 4 letters; the month shall be written out or properly abbreviated with 3 or 4 letters; date or dates of restriction shall be listed completely; the beginning and ending times shall be clearly listed on the sign. Signs shall be mounted such that the words, “No Parking” are at an elevation at least 3 feet and not more than 7 feet above the adjacent flow line. The signs/barricades shall be placed as needed to control the parking of cars within the construction zone.
The Contractor shall maintain vehicle access to all homes and other properties along the work zone and within 300 feet on cross streets. During HMA overlay operations, the Contractor will be allowed to temporarily suspend vehicle access to a limited number of driveways when approved by the Engineer.
When approved by the Engineer and at least 72 hours prior to suspending access to any driveway, the Contractor shall give both written and verbal notice to the affected businesses and residents and place barricades adjacent to the driveways with posted notices stating the specific dates and times of the suspension for that area. The notice shall also indicate an alternate parking location. Suspension of access to driveways will be permitted only as approved by the Engineer and only between the hours of 8:00 am and 4:30 pm.
The Contractor shall be fully responsible for adequate removal of all parked cars. All vehicle removals shall be coordinated by the Contractor with the City of Sonoma Police Department. The Contractor shall notify the Police Traffic Sergeant upon posting of the parking restrictions. For removal of parked vehicles, the Contractor shall notify the Police Traffic Sergeant not less than 2 hours prior to the needed removal with the address nearest the parked vehicle, make, model, color, and license number. The City shall not be responsible for any delay or additional cost associated with the removal of parked cars which obstruct the construction operation.
Agenda Item #7.6:
Page V-11 FEBRUARY 2026
If a vehicle owner successfully contests a towing citation in court, and their citation is dismissed for causes related to the Contractor’s failure to perform the requirements of this section, the Contractor shall reimburse the City for the cost of any claims associated with the towing citation.
The Contractor shall cooperate and allow City or utility company work crews to use the traffic control system when set up for the Contractor’s work.
Cross streets will require maintenance of at least one-half (1/2) width of each street for traffic purposes, unless a parallel route is approved by the Engineer. Flagging will only be allowed between the hours of 8:30 am and 4:00 pm.
Barricades and flaggers shall be positioned to allow safe turns at intersections and curves.
The Contractor shall maintain traffic control as necessary and as directed by the Engineer for "cattracking" operations by City Forces. Flaggers, barricades, signing, etc., shall remain in place for protection of City personnel until such time as all temporary lane delineation is complete. 12-9 MEASUREMENT AND PAYMENT
12-9.01 PAYMENT
Traffic Control shall be paid for at the contract Lump Sum (LS) price, which price shall include full compensation for furnishing all labor, materials, tools and equipment, and doing all work involved in vehicular and pedestrian traffic control, including but not limited to, providing, placing, maintaining, and removal of temporary paths and/or ramps, temporary relocation of regulatory signs, changeable message boards, project and public notification signs, written public notifications, flagging, excavation, compaction, furnishing, and placement of asphalt concrete and/or PCC, barricades, toe-rails, hand rails, complying with CA MUTCD Standards for Pedestrian Safety, coordination efforts and any other items necessary for vehicle and pedestrian traffic control not specifically enumerated in the plan or these specifications, and no additional allowance will be made therefor.
Agenda Item #7.6:
Page V-12 FEBRUARY 2026
SECTION 13 WATER POLLUTION CONTROL
13-1 GENERAL
Water pollution control shall be performed in accordance with Section 13, Water Pollution Control, of the Standard Specifications and these Special Provisions.
Water pollution control shall be performed in accordance with this section. The special provisions in this section implement the provisions of City of Sonoma’s NPDES Permit for Stormwater Discharges from its Municipal Separate Storm Sewer System (NPDES General Permit CAS000004) that apply to this Project.
The special provisions in this section include requirements to provide temporary erosion control during active construction that are distinct from any permanent seed and erosion control that may be required in other sections and as specified in Section 21 Erosion Control.
It is anticipated that the area of soil disturbance will be less than 1 acre for this Project. Because the area of soil disturbance will be less than 1 acre, a Notice of Intent to comply with the California Construction General Permit for Stormwater Discharges (NPDES General Permit CAS000002) will not be required for this Project.
13-2 WATER POLLUTION CONTROL PLAN
Prior to commencing construction which will disturb soil and prior to staging any equipment or materials at the project site, the Contractor shall submit, for review by the City Engineer, a Water Pollution Control Plan. The Water Pollution Control Plans shall be submitted for review at least five days prior to implementation. The Best Management Practices proposed therein shall meet the design criteria set forth in the most recent version of the California Stormwater Quality Association (CASQA) Best Management Practice Handbook, or other handbook authorized for use by the City Engineer.
The Water Pollution Control Plan shall contain a title block which contains the Contractor's name, address, phone number, project superintendent's name, contract name, and a space for review acknowledgment.
The content of the Water Pollution Control Plan shall include, but is not limited to, the following:
1.) A map or drawing large enough to clearly indicate the location of all water pollution control Best Management Practices (BMPs). Show the locations and type of BMPs for the project area and any staging areas and any material or equipment storage areas;
2.) Plans for temporary erosion control BMPs;
3.) Plans for temporary sediment control BMPs;
4.) Plans for material delivery and storage BMPs (CASQA BMP WM-1or equivalent);
5.) Plans for stockpile management and covering BMPs (CASQA BMP WM-3 or equivalent);
6.) Plans for solid waste management BMPs (CASQA BMP WM-5 or equivalent);
7.) Plans for concrete waste management BMPs(CASQA BMP WM-8 or equivalent) ; Agenda Item #7.6:
Page V-13 FEBRUARY 2026
8.) Plans for concrete curing BMPs (CASQA BMP NS-12 or equivalent);
9.) Plans for sanitary and septic waste management BMPs (CASQA BMP WM-9 or equivalent);
10.)Plans for dewatering, liquid waste, and clear water diversion BMPs (CASQA BMPs NS-2, WM-10, NS-5 or equivalent ;
11.)Plans for nonstormwater and water conservation BMPs (CASQA BMPs NS-1 or equivalent);
12.)Plans for vehicle and equipment cleaning BMPs (CASQA BMP NS-8 or equivalent);
13.)Plans for vehicle and equipment fueling BMPs (CASQA BMPs NS-10, or equivalent). 13-3 WEATHER FORECAST MONITORING
The contractor shall monitor the National Weather Service Forecast for Sonoma, CA daily during construction. The NWS forecast shall be obtained from the website:
https://www.wrh.noaa.gov/forecast/wxtables/
The contractor shall install, repair, or replace applicable wet-weather BMPs specified in the approved Water Pollution Control Plan anytime the NWS forecast predicts significant rainfall during construction.
13-4 SPILL PREVENTION AND CONTROL
If a spill occurs at the construction site and the Contractor does not take immediate action and adequate steps to contain and clean up the spill, especially if rain is threatening or if a discharge to a storm drain or creek could occur, the City shall have the right, in its sole and absolute discretion, to clean up spill using City forces or independent contractor. The cost of any such cleanup, in addition to recovery of any penalty of fine imposed upon the City, plus administrative charge of fifteen percent (15%) of the costs incurred by the City, shall be deducted from any amounts owed to the Contractor hereunder.
In the event there are insufficient amounts owed to Contractor hereunder to cover the foregoing costs and charges, the City shall have the right to pursue any other remedy to recover same, including, but not limited to, proceeding against any surety or bond in favor of the City. The City’s rights under this section are intended to be in addition to and not in lieu of any imposed by the City against Contractor for violations of City Code Chapter 13.32 “Stormwater Management and Discharge Control”. 13-5 EXCAVATION, PAVING, SAW CUTTING, GROOVING AND GRINDING
ACTIVITIES
The following additional BMPs shall be implemented for street paving, repaving, reconstruction, patching, digouts or resurfacing.
1. Restrict paving and repaving activity to exclude periods of rainfall or predicted rainfall unless required by emergency conditions;
Agenda Item #7.6:
Page V-14 FEBRUARY 2026
2. Install BMPs at all susceptible storm drain inlets and manholes to prevent paving products and tack coat from entering;
3. Prevent the discharge of release agents including soybean oil, other oils, or diesel to the storm water drainage system or watercourses;
4. Minimize non-storm water runoff from water use for the roller and for evaporative cooling of the asphalt;
5. Clean equipment over absorbent pads, drip pans, plastic sheeting or other material to capture all spillage and dispose of properly;
6. Collect liquid waste in a container, with a secure lid, for transport to a maintenance facility to be reused, recycled, or disposed of properly;
7. Collect solid waste by shoveling and vacuuming or sweeping and securing in an appropriate container for transport to a maintenance facility to be reused, recycled, or disposed of properly;
8. Cover “cold-mix” asphalt (i.e., pre-mixed aggregate and asphalt binder) with protective sheeting during a rainstorm;
9. Avoid over-spray of concrete curing compounds and minimize the drift of chemical cure as much as possible by applying the curing compound close to the concrete surface;
10. Wash out concrete trucks in designated areas only, located a minimum of 50 feet from storm drains or receiving waters. The facility shall have a 10-mil polyethylene sheeting, fee from holes or other defects, to provide sufficient volume to contain all concrete waste resulting from washout;
11. Cover loads with tarp before haul-off to a storage site, ensuring that trucks are not overloaded;
12. Minimize airborne dust by using water spray during grinding;
13. Protect stockpiles with a cover or sediment barriers during a rain event; and
14. Avoid stockpiling soil, sand, sediment, asphalt material and asphalt grindings materials or rubble in or near storm water drainage system or watercourses. 13-5 PAYMENT
Prepare Water Pollution Control Plan shall be paid for at the contract Lump Sum (LS) price, which price shall include full compensation for furnishing all work required for preparing the water pollution control program under Section 3 and as otherwise required in these Contract Documents, to temporarily control, erosion, sedimentation and water pollution during construction and all other related work per the Contract Documents.
Water Pollution Control Plan Implementation shall be paid for at the contract Lump Sum (LS) price, which price shall include full compensation for furnishing all work required for the installation and maintenance of erosion control measures and best management practices (BMPs) and all such work involved, and shall consist of, but not be limited to, constructing such facilities and taking such measures as are necessary to prevent, control and abate water, mud, sediment and erosion damage to Agenda Item #7.6:
Page V-15 FEBRUARY 2026
public and private property as a result of the construction of this project and per the Contract documents and Water Pollution Control Program.
Agenda Item #7.6:
Page V-16 FEBRUARY 2026
SECTION 15 EXISTING FACILITIES
15-1.01 GENERAL
Existing facilities disturbed by construction shall conform to the applicable provisions of Section 5-
1.36 of the Standard Specifications. Special care shall be taken by the Contractor to protect adjacent property, improvements, utilities facilities, lawns, landscape features and landscape irrigation and shrubbery from damage. Any such objects or improvements so damaged shall be replaced or restored in-kind by the Contractor, at the Contractor’s own expense, to the satisfaction of the Engineer.
Unless approved for re-use in the work by the Engineer, all items and materials removed shall be immediately hauled from the site of the work and properly disposed of at approved locations.
Contractor shall dispose of asphalt and concrete materials at an approved recycling site.
Hot mix asphalt pavement removal operations shall be performed without damage to any structure or facility that is to remain in place, and you, at your own expense, repair any such damage to the satisfaction of the Engineer.
Hot mix asphalt pavement shall be removed along clean, straight lines and may be cut by any method which will not damage existing pavement, base or subgrade to remain in place. Edges of asphalt broken down during the making of subgrade shall be recut and removed before surfacing material or new hot mix asphalt pavement is placed, and no additional compensation will be made therefore. Sections of hot mix asphalt pavement outside the lines and limits of removal shown on the Plan or established by the Engineer that are removed, broken or damaged by your actions, or through your negligence or operations, shall be replaced by you at your own expense to the satisfaction of the Engineer.
Unless otherwise shown or specified on the Plan, all sections of hot mix asphalt pavement shall be cut at the required lines to full depth or as needed to provide needed dimension for new surface concrete improvements by means of a suitable concrete saw. The cut lines shall be straight in a neat line to a minimum depth of 0.17-foot with a power driven saw before the concrete or asphalt pavement is removed.
Removal operations in connection with the alteration of an existing structure or facility shall be performed without damage to any portion of the structure or facility to remain in place and the Contractor shall, at his own expense, repair any such damage to the satisfaction of the Engineer.
15-1.03E COLD PLANING HOT MIX ASPHALT PAVEMENT
Existing hot mix asphalt pavement shall be cold-planed at the locations indicated. Planing hot mix asphalt pavement shall be performed by the cold planing method. Planing of the hot mix asphalt pavement shall not be done by the heater planing method.
The cold planing machine must be:
Equipped with a cutter head width that matches the planing width. If the cutter head width is wider than the cold plane area shown, submit to the Engineer a request for using a wider cutter head. Do not cold plane unless the Engineer approves your request.
Agenda Item #7.6:
Page V-17 FEBRUARY 2026
Equipped with automatic controls for the longitudinal grade and transverse slope of the cutter head and:
If a ski device is used, it must be at least 30 feet long, rigid, and a 1-piece unit. The entire length must be used in activating the sensor.
If referencing from existing pavement, the cold planing machine must be controlled by a selfcontained grade reference system. The system must be used at or near the centerline of the roadway. On the adjacent pass with the cold planing machine, a joint-matching shoe may be used.
Equipped to effectively control dust generated by the planing operation.
Operated so that no fumes or smoke is produced.
Cold planing machines shall be equipped with a cutter head not less than 30 inches in width and shall be operated so as not to produce fumes or smoke. The cold planing machine shall be capable of planing the pavement without requiring the use of a heating device to soften the pavement during or prior to the planing operation. Replace broken, missing, or worn machine teeth.
The depth, width and shape of the cut shall be as indicated on the typical cross-sections, details, or as directed by the Engineer. The final cut shall result in a uniform surface conforming to the typical cross-sections and details. The outside lines of the planed area shall be neat and uniform. Planing hot mix asphalt pavement operations shall be performed without damage to the surfacing to remain in place.
Furnish, install, and maintain grade and transverse slope references. The depth, length, width and shape of the cut must be shown or as ordered. The final cut must result in a neat and uniform surface. Do not damage the remaining surface. The completed surface of the planed asphalt concrete pavement must not vary more than 0.02 foot when measured with a 12-foot straightedge parallel with the centerline. With the straightedge at right angles to the centerline, the transverse slope of the planed surface must not vary more than 0.03 foot.
Planed widths of pavement shall be continuous except where the planing shall be carried around the corners and through the conform lines. Following planing operations, a drop-off of more than 0.15-foot will not be allowed at any time between adjacent roads and pedestrian ways open to public traffic.
When transverse joints are planed in the pavement at conform lines, no drop-off shall remain between the existing pavement and planed area when the pavement is opened to pubic traffic.
If hot mix asphalt pavement has not been placed to the level of existing pavement before the pavement is to be opened to public traffic, temporary hot mix asphalt tapers shall be Agenda Item #7.6:
Page V-18 FEBRUARY 2026
constructed. Hot mix asphalt for temporary tapers shall be placed to the level of the existing pavement and tapers on a slope of 30:1, or flatter, to the level of the planed area.
Hot mix asphalt for temporary tapers shall be the same material as submitted for the HMA overlay, comply with Section 39 of the State Standard Specifications and may be spread and compacted by any method that will produce a smooth riding surface. Temporary hot mix asphalt tapers shall be completely removed, including the removal of all loose material from the underlying surface, before placing the permanent surfacing. Such removed material shall be disposed of outside the City right-of-way in accordance with the provisions of Section 14 of the Standard Specifications.
Operations shall be scheduled such that not more than seven (7) days shall elapse between the time when transverse joints are planed in the pavement at the conform lines and the permanent surfacing is placed at such conform lines.
The material planed from the roadway surface, including material deposited in existing gutters or on the adjacent traveled way, shall be removed and disposed of outside City the right-ofway in accordance with the provisions in Section 14 of the Standard Specifications. Removal operations of cold-planed material shall be concurrent with planing operations and follow within 50 feet of the planer, unless otherwise directed by the Engineer. Use of planed materials as sub-base material in accordance with applicable specifications should be considered by the Contractor.
Any concrete rings (i.e., at manholes) within the roadway or path shall be adjusted to cleanly accommodate the new HMA pavement section or concrete path. 15-1.03F REMOVAL OF TRAFFIC STRIPES AND PAVEMENT MARKINGS (NONHAZARDOUS Use grinding or other approved methods for striping, pavement marking or pavement marker removal. Wherever work activities obliterate pavement delineation, place temporary or permanent pavement delineation before opening the traveled way to traffic. Place lane line and centerline pavement delineation for traveled ways open to traffic. Place edge line delineation for traveled ways open to traffic. Place temporary crosswalk markings.
Establish the alignment for the temporary pavement delineation including required lines or markers. Surfaces to receive an application of paint or removable traffic tape must be dry and free of dirt and loose material. Do not apply temporary pavement delineation over existing pavement delineation or other temporary pavement delineation. Maintain temporary pavement delineation until it is superseded or you replace it with a new pattern of temporary pavement delineation or permanent pavement delineation.
When the Engineer determines the temporary pavement delineation is no longer required for the direction of traffic, remove the temporary pavement markers, underlying adhesive, and removable traffic tape from the final layer of surfacing and from the existing pavement to remain in place. Remove temporary pavement delineation that conflicts with any subsequent or new traffic pattern for the area.
Agenda Item #7.6:
Page V-19 FEBRUARY 2026
For temporary lane line or centerline delineation consisting entirely of temporary pavement markers on the Caltrans Authorized Material List for short-term day/night use, 14 days or less, place the markers longitudinally at intervals not exceeding 24 feet. Do not use the markers for more than 14 days on lanes opened to traffic. Place the permanent pavement delineation before the end of the 14 days. If the permanent pavement delineation is not placed within the 14 days, replace the temporary pavement markers with additional temporary pavement delineation equivalent to the pattern specified or shown for the permanent pavement delineation for the area.
15-1.03G ADJUST EXISTING UTILITIES TO GRADE
15-1.03G(1) GENERAL
The work shall consist of adjusting to grade existing utility facilities, including but not limited to, manholes, utility valve boxes, sewer cleanouts and survey monument boxes. This work includes both lowering and raising facilities to finished grade elevations.
The Contractor shall provide coordination for utility adjustments and relocations performed by others.
15-1.03G(2) ADJUST MANHOLE FRAME AND COVER TO GRADE
Existing manholes to be adjusted to grade shall be adjusted to finished grade in accordance with the appropriate City of Sonoma Standard Plan.
Prior to lowering of an existing manhole frame, a platform to prevent debris from entering the manhole shall be placed in the manhole above the top of the sewer or storm drain. The platform shall remain in place until all work on the manhole has been completed, the concrete collar and hot mix asphalt pavement have been placed around the frame and cover and all dirt and debris is removed from the platform.
Trimming of manhole cones (tapered sections) will not be permitted.
All sections of the manhole grade rings shall be set in cement mortar and all joints smoothly grouted inside and out. Grade rings shall be painted with ThoroSeal Waterproofing Paint, or approved equal. The top of the completed manhole shall contain at least three (3) inch grade adjustment ring. All manhole frames and covers shall be adjusted to grade after placement of the finish course of hot mix asphalt pavement.
Concrete and reinforcing for concrete collars shall be per these Special Provisions.
Existing grade adjustment rings removed in the adjustment of manhole frames shall become property of the Contractor. If undamaged and thoroughly cleaned of mortar, the grade rings may be reused in the work. If not reused, they shall be disposed of away from the work site at your expense.
Contractor shall accurately locate and record the location of all manhole frame and covers to be adjusted to grade and shall furnish the City a copy of said record prior to paving.
Agenda Item #7.6:
Page V-20 FEBRUARY 2026
15-1.03G(3) ADJUST UTILITY OR SURVEY MONUMENT FRAME AND COVER TO GRADE
Existing water and sanitary sewer frames and covers or survey monument frames and covers to be adjusted to grade shall be adjusted to final pavement grade in conformance with the appropriate City of Sonoma Standard Plans.
Concrete and reinforcing for concrete collars shall be per these Special Provisions.
The Contractor shall accurately locate and record the location of all utility and survey monument frame and covers to be adjusted to grade and shall furnish the City a copy of said record prior to resurfacing.
All monuments must be preserved by the contractor. Any monument which will or may be disturbed by construction activities must be tied out and Corner Record or Record of Survey filed as defined in the Business and Professions Code State of California, Sections 8700 to 8805. The Contractor MUST first obtain written clearance from the City Engineer prior to disturbing any monument.
All work associated with resetting or setting new survey monuments is the responsibility of the Contractor, including any costs associated with the work. 15-1.03H MISCELLANEOUS REMOVALS
The Contractor shall remove all existing improvements, including fences and barricades as provided for in the Plans. The removal of the facility shall include the whole facility, including all above ground and below ground materials and shall be become property of the Contractor.
The Contractor must protect the portions of the existing facilities to remain and shall make an repairs necessary to maintain the existing facility to remain. If any facility is called for salvaging, the Contractor shall notify with the Engineer prior to the work, so that coordination can be completed between the City and/or private property owner prior to the work. 15-1.04 PAYMENT
Full compensation for work conforming to the requirements of this Section that are not specifically included in any one bid item shall be considered as incidental to the work and included in the contract prices paid for various items of work and no additional compensation will be allowed nor separate payment made therefor.
Full compensation for Grind HMA Pavement – Full Depth 2.4-inches will be measured and paid for at the contract unit price per Square Yard (SY) and shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals for performing all work involved in the asphalt concrete cold planning and grinding at conforms to the depth specified, including but not limited to, removal of striping and markings within grind limits, lowering utility covers, excavation, stockpiling removed materials, hauling and disposal of removed materials, cleaning of materials furnishing, the asphalt concrete for and constructing, maintaining, removing and disposing of temporary asphalt concrete tapers and generally preparing surface for asphalt concrete pavement, as specified in these Construction Details and directed by the Engineer and no additional allowances will be made therefor.
Agenda Item #7.6:
Page V-21 FEBRUARY 2026
Full compensation for Grind HMA Pavement – Full Depth 3.5-inches will be measured and paid for at the contract unit price per Square Yard (SY) and shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals for performing all work involved in the asphalt concrete cold planning and grinding at conforms to the depth specified, including but not limited to, removal of striping and markings within grind limits, lowering utility covers, excavation, stockpiling removed materials, hauling and disposal of removed materials, cleaning of materials furnishing, the asphalt concrete for and constructing, maintaining, removing and disposing of temporary asphalt concrete tapers and generally preparing surface for asphalt concrete pavement, as specified in these Construction Details and directed by the Engineer and no additional allowances will be made therefor.
Full compensation for Adjust Existing Utility Structure to Grade – Water Valve will be measured and paid for at the contract unit price per Each (EA) and shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals for performing all work involved in adjusting water valve covers of any size to new finish grades, including but not limited to excavation, backfill, concrete, grade rings, debris platforms, cleaning, asphalt or concrete pavement and mortar throughout the project limits and all other related work specified in these Construction Details and the Standard Specifications and as directed by the Engineer and no additional allowances will be made therefor.
Full compensation for Adjust Existing Utility Structure to Grade – Survey Monument will be measured and paid for at the contract unit price per Each (EA) and shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals for performing all work involved in adjusting survey monument covers of any size to new finish grades, including but not limited to excavation, backfill, concrete, grade rings, debris platforms, cleaning, asphalt or concrete pavement and mortar throughout the project limits and all other related work specified in these Construction Details and the Standard Specifications and as directed by the Engineer and no additional allowances will be made therefor.
Full compensation for Adjust Existing Utility Structure to Grade – Storm Drain Manhole will be measured and paid for at the contract unit price per Each (EA) and shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals for performing all work involved in adjusting sewer manhole covers of any size to new finish grades, including but not limited to excavation, backfill, concrete, grade rings, debris platforms, cleaning, asphalt or concrete pavement and mortar throughout the project limits and all other related work specified in these Construction Details and the Standard Specifications and as directed by the Engineer and no additional allowances will be made therefor.
Full compensation for Adjust Existing Utility Structure to Grade – Sewer Manhole will be measured and paid for at the contract unit price per Each (EA) and shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals for performing all work involved in adjusting sewer manhole covers of any size to new finish grades, including but not limited to excavation, backfill, concrete, grade rings, debris platforms, cleaning, asphalt or concrete pavement and mortar throughout the project limits and all other related work specified in these Construction Details and the Standard Specifications and as directed by the Engineer and no additional allowances will be made therefor.
Agenda Item #7.6:
Page V-22 FEBRUARY 2026
Full compensation for Adjust Existing Utility Structure to Grade – Sewer Cleanout will be measured and paid for at the contract unit price per Each (EA) and shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals for performing all work involved in adjusting sewer cleanout covers of any size to new finish grades, including but not limited to excavation, backfill, concrete, grade rings, debris platforms, cleaning, asphalt or concrete pavement and mortar throughout the project limits and all other related work specified in these Construction Details and the Standard Specifications and as directed by the Engineer and no additional allowances will be made therefor.
Agenda Item #7.6:
Page V-23 FEBRUARY 2026
SECTION 18 DUST PALLIATIVE
18-1.01 GENERAL
18-1.01A SUMMARY
The application of water and the developing of a water supply shall be performed in accordance with the provisions of Section 18, “Dust Palliative,” of the Standard Specifications except as modified by these Special Provisions.
The Contractor is advised that water (recycled water) for use in the work (grading, compaction, tests, dust control, etc.) will be available from Sonoma County Water Agency Sonoma Valley County Sanitation District, at 22675 Eighth Street East, Sonoma, CA. Prior to using any water, the Contractor may need to obtain a permit from the Sonoma County Water Agency.
The Contractor shall comply with all requirements of the permit and all water used shall be measured by means of a meter at the District location. The Contractor, at his option and expense, may obtain water from some source other than the City water system.
All water trucks and/or other tanks used by the Contractor shall have an approved air-gap separation between the free flowing discharge end of the supply pipe and the overflow rim of the receiving vessel. The air-gap shall be at least double the diameter of the supply pipe measured vertically above the overflow rim of the vessel, but in no case less than one inch.
The Contractor shall at all times provide for the abatement of dust nuisance. When required by the Engineer, the Contractor shall furnish and operate a self-loading motor sweeper with spray nozzles as often as necessary to keep paved areas acceptably clean and free of dust. 18-1.03 CONSTRUCTION
Add the following to Section 18-1.03.
All active construction areas shall be watered at least twice daily and more often during hot or windy periods. The active areas adjacent to businesses and residential areas shall be kept damp at all times. Hauling trucks shall be covered or at least a two-foot freeboard shall be maintained.
Unpaved access roads, parking areas for construction equipment and construction employee vehicles, staging areas, and storage areas shall be paved with hot mix asphalt or have a stabilized access. Unpaved construction staging areas shall not be used. All paved access roads, parking areas, staging areas, storage areas, and public roads impacted by the work of the project shall be swept daily with street sweepers equipped with water spray to remove soil materials that have been deposited on these surfaces by reason of the work.
The Contractor shall enclose, cover, or water twice daily or apply non-toxic soil stabilizers or install erosion control blankets to or on exposed stockpiles, embankment slopes, and cut slopes.
18-1.04 PAYMENT
Full compensation for conforming to the requirements of this Section shall be considered as incidental to the work and included in the contract prices paid for various items of work and no additional compensation will be allowed nor separate payment made therefor.
Agenda Item #7.6:
Page V-24 FEBRUARY 2026
SECTION 19 EXCAVATION
19-1.01 GENERAL
Add the following to Section 19-1.01.
Roadway excavation shall consist of all excavation involved in the grading and construction of the roadway.
Roadway excavation shall consist of performing all operations necessary for excavation, subgrade preparation and grading where applicable.
Excess material from the excavation shall become property of the Contractor and shall be disposed of at the Contractor’s expense.
The work described in this Section shall conform to the provisions of Section 19, “Earthwork” of the Standard Specifications.
19-1.03B UNSUITABLE MATERIAL
Add the following to Section 19-1.03B.
Unsuitable material shall be removed and replaced in accordance with the provisions of Section 19-1.03 of the Standard Specifications and these Special Provisions. Material below the natural ground surface in embankment areas, and basement material below the grading plane in excavation areas that is determined by the Engineer to be unsuitable for the planned use shall be excavated and disposed of as directed or approved by the Engineer. Per direction in the field by the Engineer, unsuitable material shall be replaced with additional HMA pavement underneath roadway pavement sections. Subgrade material shall not be scarified, moisture conditioned, or compacted without the direction of the Engineer. Install stabilization fabric meeting the requirements of these Specifications.
When unsuitable material is removed and disposed of, the resulting space shall be filled with material suitable for the planned use. Such suitable material shall be placed and compacted in layers as hereinafter specified for constructing embankments.
Removal of existing bituminous pavement and base materials will be paid for as “Roadway Excavation” for the quantities involved, unless paid for separately, and no additional allowance will be made therefor.
Existing utilities exposed during subgrade excavation shall be immediately brought to the attention of the Engineer.
Excess materials from the excavation shall become the property of the Contractor and shall be disposed of by the Contractor at the Contractor’s expense. The Contractor shall make his own arrangements for disposing of surplus material including unsuitable material in accordance with the provisions in Section 5-1.20B(4), "Contractor-Property Owner Agreement," of the Standard Specifications. Arrangements shall include, but not be limited to, entering into agreements with property owners and obtaining necessary permits, licenses and environmental clearance.
Agenda Item #7.6:
Page V-25 FEBRUARY 2026
Excavated materials not used in the project shall be disposed of outside the area controlled by the California Coastal Commission and in accordance with the provisions of Section 5-
1.20B(4), "Contractor-Property Owner Agreement," of the Standard Specifications. However, the Contractor's prerogative to dispose of excavated material outside the right of way before any embankments are completed is subject to proof that environmentally clear sources of material in sufficient quantity to complete required embankments are available. The obtaining of any necessary clearances for new borrow sources or for exceeding limitations on previously cleared sources shall be the responsibility of the Contractor. No time extension or other waiver of working days requirements will be granted in the event the Contractor is delayed by reason of there being an insufficient quantity of acceptable material available from environmentally cleared sources to replace excavated material previously disposed of outside the right of way.
All agreements executed between the Contractor and property owners for the disposal of surplus material shall contain the following:
a. It is hereby understood that surplus material shall not attach to the land upon which it is placed until the project is completed and accepted by the City. b. Regardless of where the Contractor elects to dispose of surplus material, full compensation for all costs involved in disposing of surplus material, including all costs in connection with hauling and depositing in conformance with local ordinances and requirements, and for obtaining any necessary permits, licenses, environmental clearances, and for complying with their requirements, shall be considered as included in the contract and no additional compensation will be allowed.
In the event that the subgrade material is unstable and cannot be made stable by drying the top six inches as determined by the Engineer then the Contractor shall remove the unsuitable material and replace as directed by the Engineer.
Subgrade enhancement geotextile shall be installed in accordance with the provisions of Section 19-8 of the Standard Specifications.
Prior to the placement of subgrade enhancement geotextile, the Contractor shall remove all loose dirt as left from excavation activities, scarify the subgrade a minimum depth of 6 inches, and compact to 95% relative compaction.
Subgrade enhancement geotextile shall be Class B1 per Section 96-1.02O of the Standard Specifications.
Full compensation for Remove & Replace Unsuitable Material – Roadway Section will be measured and paid for at the contract unit price per Cubic Yard (CY), which price shall include full compensation for furnishing all plant, labor, materials, tools, equipment, transportation, and incidentals for performing all work required for the excavation and removal of unsuitable material underneath roadway pavement section, providing hot mix asphalt on subgrade enhancement geotextile, and compacting subgrade and base material as specified in Agenda Item #7.6:
Page V-26 FEBRUARY 2026
Section 19 of the Standard Specifications and these Construction Details, and no additional allowances will be made therefor.
Agenda Item #7.6:
Page V-27 FEBRUARY 2026
SECTION 39-2 HOT MIX ASPHALT
39-2.01 GENERAL
Add the following to Section 39-2.01.
Work to be performed under this Section covers all labor, materials, tools, equipment, transportation, and incidentals necessary to construct hot mix asphalt (HMA) pavements.
This Section includes quality control plan, quality control testing, acceptance testing, asphalt binder, aggregate materials and hot mix asphalt.
All such work shall conform to the HMA Standard Construction Process, Section 39, “Asphalt Concrete” of the Standard Specifications; these Special Provisions; and the plan limits.
Prior to the use of any HMA in the work, the Contractor shall furnish the Engineer Certificates of Compliance in accordance with Section 6-3.05E of the Standard Specifications.
Speed humps shall be replaced per the detail included in Appendix B – Speed Hump Detail. 39-2.01A(1) SUMMARY
Add the following to Section 39-2.01A(1).
The following references are incorporated by reference.
AMERICAN ASSOCIATION OF STATE HIGHWAY TRANSPORTATION OFFICIALS (AASHTO)
T-304 (2008) Uncompacted Void Content of Fine Aggregate.
AMERICAN SOCIETY FOR TESTING AND MATERIALS (ASTM)
ASTM B 117 (2009) Standard Practice for Operating Salt Spray (Fog) Apparatus.
ASTM D 150 (2004) Standard Test Methods for AC Loss Characteristics and Permittivity (Dielectric Constant) of Solid Electrical Insulation.
ASTM D 412 (2006ae2) Standard Test Methods for Vulcanized Rubber and Thermoplastic Elastomers—Tension.
ASTM D 822 (2010) Standard Test Method for Tensile Properties of Thin Plastic Sheeting.
ASTM D 2041 (2011) Standard Test Method for Theoretical Maximum Specific Gravity and Density of Bituminous Paving Mixtures.
Agenda Item #7.6:
Page V-28 FEBRUARY 2026
ASTM D 2240 (2010) Standard Test Method for Rubber Property—Durometer Hardness
ASTM D 4791 (2010) Standard Test Method for Flat Particles, Elongated Particles, or Flat and Elongated Particles in Coarse Aggregate.
CALIFORNIA TEST METHODS (CT)
CT 125 (2010) Sampling Highway Materials and Products Used in the Roadway Structural Sections.
CT 202 (2010) Method of Test for Sieve Analysis of Fine and Coarse Aggregates.
CT 205 (2010) Method of Test for Percentage of Crushed Particles.
CT 211 (2010) Method of Test for Abrasion of Coarse Aggregate by use of the Los Angeles Abrasion Testing Machine.
CT 217 (2008) Method of Test for Sand Equivalent.
CT 226 (2010) Method of Test for Moisture Content of Soils and Aggregates by Oven Drying.
CT 308 (2010) Determining Bulk Specific Gravity and Density of Compacted Hot Mix Asphalt.
CT 309 (2010) Theoretical Maximum Specific Gravity and Density of Bituminous Paving Mixtures.
CT 366 (2000) Stabilometer Value.
CT 367 (1999) Recommending Optimum Bitumen Content (OBC).
CT 370 (2002) Determining Moisture Content of Asphalt Mixtures or Mineral Aggregate Using Microwave Ovens.
CT 371 (2003) Resistance of Compacted Bituminous Mixture to Moisture Induced Damage.
CT 375 (2004) Determining the In-Place Density and Relative Compaction of AC Pavement.
CT 379 (2000) Determining Asphalt Content of Bituminous Mixtures (Troxler Nuclear Gauge Model 3241).
CALTRANS LABORATORY PROCEDURE (LP)
Agenda Item #7.6:
Page V-29 FEBRUARY 2026
LP-2 (2004) Determination of the Voids in Mineral Aggregate.
LP-3 (2004) Determination of the Voids Filled with Asphalt.
LP-4 (2004) Determination of Dust Proportion
LP-9 (2006) Hot Mix Asphalt (HMA) using up to 15% Reclaimed Asphalt Pavement. 39-2.01A(3) SUBMITTALS
Add the following to Section 39-2.01A(3).
The Contractor shall provide the Engineer with the following information a minimum of 10 days prior to commencing the Work:
1. Hot mix asphalt job mix formula (JMF) in accordance with Caltrans Standard Specifications.
a. Proposed JMF on Form CEM-3511. Include percentage of reclaimed asphalt pavement (RAP)
b. Mix design documentation, data and aggregate quality on Form CEM-3512 dated within 12 months of submittal.
c. JMF verification on Form CEM-3513, if applicable
d. JMF renewal on Form CEM-3514, if applicable
e. Materials Safety Data Sheets (MSDS) for:
i. Asphalt binder
ii. Supplemental fine aggregate except fines from dust collectors iii. Antistrip additives
2. Written confirmation from the supplier that the JMF to be supplied meets all specified requirements.
3. The Contractor shall develop and submit a Quality Control Plan for the project. This shall, at a minimum, cover the areas or subjects contained in Appendix A of this section and Section 39-2 of the Standard Specifications. The Contractor shall not begin hot mix asphalt production or placement without written approval from the Engineer of the QCP and an approved JMF. Approval of the QCP and JMF by the Engineer does not relieve the contractor of responsibility for quality control or work methods. a. Test Reports:
i. Submit reports of tentative paving material design and testing. ii. Submit reports of testing and inspection during the course of the Project. i. Submit all laboratory test reports for daily Rice Specific Gravity and Nuclear Gage field tests immediately upon receipt from the testing laboratory.
ii. Submit daily field summary reports for all testing activities. iii. Submit all laboratory test reports at the end of the Project.
Agenda Item #7.6:
Page V-30 FEBRUARY 2026
iv. Submit current certificates from all laboratories immediately upon receipt from the testing laboratory. Certificates shall not be expired or more than 1 year old.
v. Submit current certificates for mixes, materials and products immediately upon receipt from the testing laboratory or product supplier. Certificates shall not be expired for more than 1 year, and must reflect materials actually used on the project. JMF shall have no changes in aggregate, asphalt, or other materials from what was provided in current certificates.
39-2.01A(3)(c) QUALITY CONTROL PLAN
Replace Section 39-2.01A(3)(c) with the following.
Establish, implement and maintain a Quality Control Plan (QCP) to ensure materials and work comply with the specifications and the corrective actions required to control the quality of work. The QCP shall comply with these specifications and Section 39-2 of the Caltrans Standard Specifications.
Attend a pre-paving conference with the City to discuss methods of performing the production and paving work and how quality control will be performed throughout.
The Contractor must identify the HMA sampling locations in their QCP. During production, take samples under California Test Method (CT) 125 except if requested in writing with Engineer approval, you may sample HMA from:
1. The plant
2. The truck
3. The paver hopper
4. The mat behind the paver
A minimum of one sample for Rice Specific Gravity shall be taken each day at the plant during placement of HMA. The Rice Specific Gravity test shall be in accordance with ASTM D 2041. The results shall be submitted to the City within one working day of receiving them from the testing laboratory. Any change shall be noted and the Contractor shall take necessary measures to correct JMF or resubmit a new JMF for approval prior to continuing work.
In place density tests per CT 375 Nuclear Gage field test shall be performed during HMA operations to meet compaction requirements per Standard Specifications. The frequency of testing shall be in accordance with CT 375.
Qualifications of workers: Provide sufficient skilled workers and supervisors who shall be present at all times during execution of this portion of the Work and who shall be thoroughly familiar with the type of construction involved and the materials and techniques specified.
Codes and standards:
Agenda Item #7.6:
Page V-31 FEBRUARY 2026
Wherever a test method is referenced in this section, it shall be made in accordance with the most current test method in use by the California Department of Transportation (Caltrans) in the State Standard Specifications, latest edition.
For references made to the Standard Specifications, reference shall mean State of California, Business and Transportation Agency, Department of Transportation (Caltrans), Standard Specifications, latest edition, excluding measurement and payment items.
In addition to the Quality Control Plan, the Contractor shall provide an independent quality control to perform independent sampling in accordance with Section 39-1.05 and Section 39-
2.03 of the Standard Specifications. The City will provide acceptance testing. Sampling shall be performed under California Test 125.
Start-up evaluation will be performed in accordance with Section 39-1.07 of the Standard Specifications. Sampling and testing shall occur at a minimum for the following:
1. Aggregate
2. Asphalt binder
3. RAP
4. HMA
Quality control sampling shall be performed by the Contractor’s Independent Assurance Tester in accordance with the following schedule:
Quality Characteristic Test
Method
Minimum
Sampling and
Testing Frequency
Location of
Sampling
Maximum
Reporting
Time
Allowance
Aggregate Gradation CT 202 1 per 750 tons Plant 24 hours Reclaimed Asphalt Pavement
Gradation LP-9 Daily RAP System 24 hours
Asphalt Binder Content CT 379 or
CT 382 1 per 750 tons Loose Mix Behind Paver 24 hours
Percent of Maximum
Theoretical Density CT 308 1 per 750 tons Loose Mix Behind Paver 24 hours Maximum Theoretical Density CT 309 Per CT 375 Loose Mix Behind Paver 24 hours
Aggregate moisture content at
continuous mixing plants and
RAP moisture content at
continuous mixing plants and
batch mixing plants
CT 226 or
CT 370
2 per day during
production
Stock-piles
or Cold Feed
Belts
24 hours
Sand Equivalent (minimum) CT 217 1 per 750 tons Plant 24 hours HMA Moisture Content
(maximum) CT 370
1 per 2,500 tons but
not less than 1 per
paving day
Loose Mix
Behind Paver 24 hours
Agenda Item #7.6:
Page V-32 FEBRUARY 2026
Quality Characteristic Test
Method
Minimum
Sampling and
Testing Frequency
Location of
Sampling
Maximum
Reporting
Time
Allowance
Stabilometer Value (minimum)
No. 4 and 3/8” gradings 1/2”
and 3/4” gradings
CT 366
1 per 4,000 tons or
2 per five business
days, whichever is
greater
Loose Mix
Behind Paver 48 hours
Air Voids Content (%) CT 367
1 per 4,000 tons or
2 per five business
days, whichever is
greater
Loose Mix
Behind Paver 48 hours
Percent of crushed particles
coarse aggregate (% minimum)
One fractured face Two
fractured faces Fine aggregate
(% minimum) (Passing No. 4
sieve and retained on No. 8
sieve)
CT 205 1 every 6,000 tons Plant 48 hours
Los Angeles Rattler (%
maximum) Loss at 100
revolutions Loss at 500
revolutions
CT 211 1 every 6,000 tons Plant 48 hours
Fine aggregate angularity (%
minimum)
AASHTO
T-304,
Method A
1 every 6,000 tons Plant 48 hours
Flat and elongated particle (%
maximum at 5:1)
ASTM D
4791 1 every 6,000 tons Plant 48 hours
Voids in mineral aggregate (%
minimum) LP-2 1 every 6,000 tons Loose Mix Behind Paver 48 hours Voids filled with asphalt (%) LP-3 1 every 6,000 tons None Calculation 48 hours
Dust proportion LP-4 1 every 6,000 tons None
Calculation 48 hours
Moisture Sensitivity CT-371 1 every 5,000 tons Loose Mix Behind Paver NA
A minimum of one sample for Rice Specific Gravity shall be taken by Independent Assurance Tester each day at the plant during placement of HMA. The Rice Specific Gravity test shall be in accordance with ASTM D 2041. The results shall be submitted to the City within one working day of receiving them from the testing laboratory. Any change shall be noted and the Contractor shall take necessary measures to correct JMF or resubmit a new JMF for approval prior to continuing work.
Agenda Item #7.6:
Page V-33 FEBRUARY 2026
In place density tests per CT 375 Nuclear Gage field test shall be performed during HMA operations by Independent Assurance Tester to meet compaction requirements per Standard Specifications. The frequency of testing shall be in accordance with CT 375.
Should any test specified in this Section fail to meet density requirements, the Independent Assurance Tester shall take density core samples every 500 feet of paved roadway per Section 39-2.03 of Standard Specifications to verify density results.
Tests results outside the specifications shall be subject to reduced payment in accordance with the table of “Reduced Payment Factors for Percent of Maximum Theoretical Density” in Section 39-2.01(A)(4)(i)(ii).
39-2.01A(5) PROJECT CONDITIONS
The Contractor shall inspect the roadways and determine if overhanging tree branches will be disturbed by the hot mix asphalt paving operation. Any such branches shall be trimmed and/or pruned by the Contactor at his expense prior to initiation of hot mix asphalt removal or paving.
Prior to pruning any branches over 2-inches in diameter, the Contactor shall obtain approval from the City. Forty-eight (48) hours notice shall be provided for City review and comment.
No HMA shall be placed when weather conditions prevent the proper handling, finishing or compaction of the mixtures.
Do not place HMA when underlying surface is muddy, frozen or wet.
Do not place tack coat when temperature is below 45 degrees F.
Do not place hot mix asphalt when air temperature is below 45 degrees F and surface temperature is below 50 degrees F.
39-2.02 MATERIALS
39-2.01B(2) MIX DESIGN
Add to Section 39-2.01B(2).
Hot mix asphalt for final surface course shall be Type A, 1/2" maximum aggregate, and for base courses shall be Type A, 3/4" maximum aggregate, medium grading, as specified in Section 39-2.02 “Type A Hot Mix Asphalt” of the Standard Specifications. Aggregate shall be clean and free from deleterious substances and shall meet the gradation and quality in the Caltrans Standard Specifications.
Hot mix asphalt used for base course underneath HMA surface course shall be ¾-inch Type A HMA.
Hot mix asphalt used for overexcvated areas to replace unsuitable material shall be shall be ¾- inch Type A HMA.
Hot mix asphalt used for speed humps shall be ½-inch Type A HMA.
The HMA batch plant shall be Caltrans-qualified under the Caltrans Materials Plant Quality Program of the Standard Specifications.
Agenda Item #7.6:
Page V-34 FEBRUARY 2026
Reclaimed asphalt pavement shall be acceptable in accordance with the Standard Specifications not exceeding 15.0 percent of the aggregate blend. 39-2.01B(3) ASPHALT BINDER
Add to Section 39-2.01B(3).
Asphalt binder shall be PG 64-16 conforming to the applicable provisions of Section 92, “Asphalts” of the Standard Specifications, in the approximate minimum amount of 5.5 percent of the dry aggregate by weight, the exact amount to be regulated by the Engineer. 39-2.01B(6) TACK COAT
Tack Coat shall be RS-1 emulsified asphalt as specified in Section 94, “Asphaltic Emulsions” of the Standard Specifications.
39-2.01C CONSTRUCTION
HMA construction shall be proportioned, mixed, spread and compacted in layers compacted in layers in conformance with the Standard Construction Process described in Section 39, “Asphalt Concrete” of the Standard Specifications except as herein specified.
The HMA must be placed in equal depth lifts to meet the specified thickness, where the maximum lift thickness shall be 3-inches.
Hot mix asphalt overlay shall be placed to the limits shown on the Plan.
In areas where the underlying material below the grinding plane appears to be wet or soft or where it deflects under wheel loads, the Contractor shall employ excavation and work techniques that do not worsen the condition. The surface shall not visibly yield or deflect.
Soft, yielding, unstable, or unsuitable areas shall be removed and replaced with asphalt concrete. If the areas were caused or significantly worsened by the Contractor's operations, these areas shall be replaced at the Contractor's expense.
In the event that the underlying material is soft, yielding, unstable, or unsuitable, it shall be excavated to a depth of 0.5-feet below the depth required, or as otherwise directed in the field by the Engineer, and disposed of in accordance with these Special Provisions. The limits of removal shall be designated by the Engineer. The resulting space shall be filled with a single lift of HMA.
Unsuitable material is defined as material the Engineer determines to be:
A. Of such unstable nature as to be incapable of being compacted to specified density using ordinary methods at optimum moisture content, or
B. Too wet to be properly compacted and circumstances prevent in-place drying prior to incorporation into the work, or
C. Otherwise unsuitable for the planned use.
All vertical edges of existing pavement or concrete shall receive a tack coat immediately prior to paving. No prime coat shall be required. A tack coat between layers of asphalt concrete shall be required if not paved on the same day or if the surface has been contaminated or soiled.
Any contamination or soiling shall be thoroughly cleaned and a tack coat placed between layers immediately prior to paving.
Agenda Item #7.6:
Page V-35 FEBRUARY 2026
39-2.01C(1) GENERAL
Add to Section 39-2.01C(1).
During the entire construction period, the Contractor shall take care to protect existing pavement and concrete surfaces. Surfaces scarred by cleanup or equipment shall be repaired in a manner satisfactory to the Engineer. Any and all damage caused by the Contractor’s operations to existing roads and streets shall be repaired by the Contactor to at least the original condition and to the satisfaction of the Engineer, at no additional cost to the City.
After the existing asphalt paving has been removed, the areas to be resurfaced shall be proof rolled by the Contractor, using a full water truck, in the presence of the Engineer and his representatives.
39-2.01C(2) SPREADING AND COMPACTING
Add to Section 39-2.01C(2).
HMA for resurfacing of paved areas shall be spread by means of a self-propelled asphalt paver meeting the requirements of this Section. Any equipment used to transfer HMA to the paving machine shall not exceed the load capacity of any surface it is driven over and, therefore, shall not produce rutting or pumping of the existing roadway surface or newly placed HMA base at any time. No trucks or other rubber tired construction equipment are allowed on the subgrade at any time. No trucks or other rubber tired construction equipment are allowed on newly placed HMA base until the day after the HMA base is placed.
All other HMA shall be spread by any means to obtain the specified thickness and a smooth, uniform surface.
HMA shall be thoroughly compacted by rolling as specified in Subsection 39-2.01C(15) of the Standard Specifications. Compacting equipment shall conform to the provisions of Subsections 39-1.10 of the Standard Specifications and capable of achieving the specified compaction requirements.
Finish rolling shall be completed before the pavement surface temperature is below 150 degrees F.
Traffic shall not be allowed on HMA until the mid-depth temperature is below 160 degrees F and the pavement surface temperature is below 140 degrees F.
Finished HMA grades shall conform to finished grades, if indicated or specified on the Plans or directed by the Engineer, and existing features, such as gutters per the locations of the Plans.
The complete surfacing shall be true to grade and cross section, of uniform thickness, smoothness and texture, compacted firmly and free from depressions, humps or irregularities.
A drop off of more than 0.15-foot will not be allowed at any time between adjacent roads and pedestrian ways open to public traffic.
Agenda Item #7.6:
Page V-36 FEBRUARY 2026
39-2.01D PAYMENT
Add to Section 39-2.01D.
Full compensation for Hot Mix Asphalt (Type A) – 1/2-inch Mix (HMA Overlay) will be measured and paid for at the contract unit price per Ton (TON), which price shall include full compensation for furnishing all plant, labor, materials, tools, equipment, transportation, and incidentals for performing all work required for construction of 1/2-inch Type A hot mix asphalt pavement overlay of the Standard Specifications and these Special Provisions, and no additional allowances will be made therefor.
Full compensation for Hot Mix Asphalt (Type A) – 3/4-inch Mix (HMA Overlay) will be measured and paid for at the contract unit price per Ton (TON), which price shall include full compensation for furnishing all plant, labor, materials, tools, equipment, transportation, and incidentals for performing all work required for construction of ¾-inch Type A hot mix asphalt pavement overlay of the Standard Specifications and these Special Provisions, and no additional allowances will be made therefor.
Full compensation for Remove and Replace Speed Hump will be measured and paid for at the contract unit price per each (EA), which price shall include full compensation for furnishing all plant, labor, materials, tools, equipment, transportation, and incidentals for performing all work required for removal and reconstruction of speed humps per the details shown in the contract documents, utilizing 1/2-inch Type A hot mix asphalt pavement, of the Standard Specifications and these Special Provisions, and no additional allowances will be made therefor. Pavement markings for speed humps will be paid for under the pavement markings bid item.
Agenda Item #7.6:
Page V-37 FEBRUARY 2026
SECTION 84 MARKINGS
84-1.01 GENERAL
Work to be performed under this Section covers all labor, materials, tools, equipment, transportation, and incidentals necessary to remove and replace traffic stripes and pavement markings in compliance with Section 84 “Markings” of the Standard Specifications.
Markings must comply with the California Manual on Uniform Traffic Control Devices. 84-1.03 CONSTRUCTION
The Contractor shall locate and document all existing striping, pavement markings and pavement markers and is responsible for replacing all removed striping, pavement markings and pavement markers in the same location and/or line after work is complete. The Contractor shall take all extra precautions required when removing striping, pavement markings and pavement markers, including use of temporary traffic control signs to alert motorists of the temporary changed conditions while striping is removed from the pavement surface.
The Contractor shall “cat-track” all striping and pavement markings for review by the Engineer prior to placement of final striping and pavement markings. 84-2.01C SUBMITTALS
For each lot or batch of thermoplastic, paint, and glass beads, submit:
1. Submit documentation of existing striping, pavement markings and pavement markers prior to removal. Removal shall not occur until after review by Engineer.
2. Certificate of compliance, including the product name, lot or batch number, and manufacture date;
3. Materials Engineering and Testing Services (METS) notification letter stating that the material is authorized for use; and
4. Safety Data Sheet (SDS).
For glass beads used in drop-on applications and in thermoplastic formulations, submit a certificate of compliance and test results for each lot of beads specifying the EPA test methods used and tracing the lot to the specific test sample. The testing for lead and arsenic content must be performed by an independent testing laboratory.
Submit retroreflectivity readings for traffic stripes and pavement markings at locations with deficient retroreflectivity determined by the Engineer. 84-2.02 MATERIALS
Traffic stripes and pavement markings must be thermoplastic meeting requirements of Section 84-2.02 of the Standard Specifications.
84-2.04 PAYMENT
Pavement Markings shall be paid at the contact unit price per Square Foot (SF), which price shall include full compensation for furnishing all plant, labor, materials, tools, and equipment Agenda Item #7.6:
Page V-38 FEBRUARY 2026
for work described in this section shall constitute full compensation for the completion of all such work as required per the Contract Documents.
Pavement Markers (Two-Way Blue Retroreflective) shall be paid at the contact unit price per Each (EA), which price shall include full compensation for furnishing all plant, labor, materials, tools, equipment and incidentals necessary for documenting existing striping and for the complete layout and installation of blue two-way retroreflective pavement markers throughout the project limits, including surface preparation, temporary markings and striping and all other related work per the Contract Documents.
Full compensation for conforming to other requirements, not specifically measured and paid for as part of any one bid item, and of this section shall be considered as incidental to the work and included in the prices paid for the various items of work and no additional compensation will be allowed nor separate pavement made therefore.
Agenda Item #7.6:
Page V-39 FEBRUARY 2026
SECTION 96 GEOSYNTHETICS
96-1.01 GENERAL
Add the following to Section 96-1.01.
This Section includes all work for placing stabilization fabric for replacement of unsuitable material below the HMA overlay.
96-1.02 MATERIALS
Submit certificate of compliance for subgrade enhancement geotextile. 96-1.02O SUBGRADE ENHANCEMENT GEOTEXTILE
Stabilization Fabric must be woven geotextile of polypropylene yarns and must be Mirafi 600X or approved equal.
96-1.03 CONSTRUCTION
Place stabilization fabric as directed by the Engineer. All geosynthetics shall be installed per the manufacturer’s written instructions.
96-6.04 PAYMENT
Full compensation for stabilization fabric work and features shall be considered to be included in the unit cost in the Bid Schedule for Remove & Replace Unsuitable Material – Roadway Section.
Agenda Item #7.6:
Appendix A
Figure 1 – Project Location and Limits
Agenda Item #7.6:
Berryessa Ct
Harrington Dr
M
a
n
o
r
D
r
Evans Ave
La Quinta Ln
Hertenstein
Park
Harringt
o
n
D
r
H
a
r
r
i
n
g
t
o
n
D
r
Clay St
F
ry
e
r
C
r
e
e
k
D
r
Pickett St
Todd Ave
H
a
r
r
i
n
g
to
n
D
r
Madera Park
1 s
t
S
t
W
Newcomb St
Malet St
F
ry
e
r
C
r
e
e
k
D
r
Co
x
S
t
N
a
s
h
S
t
Clay St
B
r
a
g
g
S
t
Cooper St
P
i
c
k
e
t
t
S
t
N
eil C
t
Fry er
Creek
Dr
Todd Ave
Marcy Ct
Carter Park
B
r
o
a
d
w
a
y
2 n
d
S
t
W
FIGURE 1
0 100 200 300 400
Feet
Project No.
Revision No.
Date
City of Sonoma
Map Projection: Lambert Conformal Conic
Horizontal Datum: NAD 1983 2011
Grid: NAD 1983 2011 StatePlane California II FIPS 0402 Ft US Paper Size ANSI A
o \\ghdnet\ghd\US\Azure\EastUS\12687354\GIS\Maps\Working\12687354_SonomaSlurryPavement_2026.aprx - Data source: Reference - Full: . Created by: ethompson3 12621875_006_FIG1_FryerCreekRehab
Print date: 13 Feb 2026 - 15:49
12675086
February 2026
Fryer Creek Dr, Pickett St, and Nash St
Pavement Rehabilitation Project
Project Location and Limits
Legend
Parcels
Grind and Replace HMA - 2.4 Inches
Grind and Replace HMA - 3.5 Inches
Agenda Item #7.6:
Appendix B
Speed Hump Detail
Agenda Item #7.6:
Agenda Item #7.6:
Page III-2 FEBRUARY 2026
CONTRACT
THIS AGREEMENT, made and entered into this ________ day of ______________ 20___, by and between the CITY OF SONOMA, California, a municipal corporation of the General Law Class, herein called the “City,” and ___________________________________ _________________________________________________, herein called the “Contractor.”
1. That for and in consideration of the payments of the price specified in Contractor’s Proposal (included in Part II of the Contract Documents) and agreements hereinafter mentioned, to be made and performed by the City, the Contractor hereby agrees with the City to commence and complete the work described in the Plans, Specifications and Contract Documents for the CIP T-5, FRYER CREEK DRIVE, PICKETT STREET AND NASH STREET PAVEMENT REHABILITATION PROJECT NO. 2601 (“Project”) including all extra work in connection therewith, under and in accordance with the terms as stated therein, and at the Contractor’s own proper cost and expense to furnish all plant, labor, materials, tools, equipment, superintendence, bonds, insurance, guaranty’s and other accessories and services necessary therefor. Said Plans, Contract Documents, and Specifications, together with the contract bonds, are made a part hereof and together herewith collectively evidence and constitute the contract.
2. The Contractor hereby further agrees to commence work under this Contract and to diligently prosecute the same to completion within the time limits prescribed in Part IV Special Provisions; and further agrees to pay, as liquidated damages, the sum of $3,200.00 for each consecutive calendar day of delay in completing said work or any portion thereof in excess of said time limits and any authorized time extensions.
3. Upon execution of this Contract, Contractor shall also execute and deliver to the City a Guaranty in the form attached hereto as Exhibit D which is incorporated by this reference.
4. The City hereby agrees with the Contractor to retain, and does hereby retain, the Contractor for the performance of the Contract according to the terms and conditions herein contained and referred to, and further agrees to pay the Contractor for the performance of the Contract in accordance with the prices set forth in the Contractor’s proposal, a copy of which is incorporated herein, subject to additions and deductions as provided in the Contract Documents and Specifications and to make payments on a monthly basis as provided in the Special Provisions.
5. Indemnification – City of Sonoma: To the fullest extent allowed by law, Contractor shall defend, indemnify and hold harmless the City of Sonoma and its elected and appointed officials, and employees and agents, from all liability, penalties, costs, losses, damages, expenses, causes of action, claims or judgments, including attorney’s fees and other defense costs, resulting from injury to or death sustained by any person (including Contractor’s employees), or damage to property of any kind, or any other injury or damage whatsoever, which injury, death or damage arises out of or is in any way connected with the performance of the work, regardless of the Contractor’s fault or negligence, including any of the same resulting from the City’s alleged or actual negligent act or omission, or its agents, contractors or employees; except that said indemnity shall not be applicable to injury, death or damage to property arising from the sole or active negligence or willful misconduct of City, its officers, agents, or servants who are directly responsible to City. This indemnification shall extend to Agenda Item #7.6:
Page III-3 FEBRUARY 2026
claims asserted after termination of the Contract for whatever reason. This indemnification shall survive termination of this Contract for whatever reason.
This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contractor or its agents under workers’ compensation acts, disability benefit acts, or other employment benefit acts. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contractor or its agents under any insurance policy covering Contractor’s performance under this Contract. Contractor shall be liable to City for any loss or damage to City property arising from or in connection with Contractor’s performance hereunder. City may deduct any costs and expenses incurred pursuant to this Section from payments due or which may become due Contractor.
Contractor shall comply with all federal, state and local regulations and laws pertaining to hazardous materials or hazardous substances as those terms are defined by any such law or regulation. Contractor shall indemnify, hold harmless, release and defend City, its officers, employees and agents from and against any and all actions, claims, demands, damages, disabilities, losses, costs of clean-up, administrative penalties, remediation and/or expenses, including attorney’s fees and other defense costs or liabilities of any nature that may be asserted by any person or entity including Contractor arising out of or in any way connected with Contractor’s failure to comply with said hazardous substance and/or hazardous materials laws and regulations.
6. Contractor further agrees to be bound by and comply with all of the provisions of the Labor Code of the State of California in the performance of all work under this Contract. a. Pursuant to Labor Code Section 1771.1, a contractor or subcontractor shall not be qualified to bid on, be listed in the bid Proposal Forms, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of the Contract for this Project unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of Section 1771.1 nor of this Contract for an unregistered contractor to submit a bid for this Project that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform the work pursuant to Labor Code Section 1725.5 at the time the contract is awarded.
b. A bid shall not be accepted nor any contract or subcontract entered into without proof of the contractor or subcontractor's current registration to perform public work pursuant to Labor Code Section 1725.5.
c. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
d. Pursuant to Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the county in which this Project is performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided under the Cal. Labor Code, shall be paid to all workers employed on this Project.
e. In accordance with Labor Code sec. 1860, the Contractor shall be required to secure the payment of compensation to its employees.
Agenda Item #7.6:
Page III-4 FEBRUARY 2026
f. The Contractor hereby certifies that s/he/it is aware of and will comply with the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for workmen’s compensation or to undertake self-insurance before commencing any of the work.
7. Contractor shall comply with all applicable federal, state and local laws, rules and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition or disability.
8. Contractor agrees to comply with Public Contracts Code Section 7104, which requires notification to City of any hazardous waste or other unusual conditions.
9. Contract Bonds
a. Before execution of the Contract by the City, the Contractor shall file with the City surety bonds satisfactory to the City Council in the amounts and for the purposes noted below. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California. The Contractor shall pay all bond premiums, costs, and incidentals.
b. Each bond shall be signed by both the Contractor and surety and the signature of the authorized agent of both parties shall be notarized. Attorneys-in-fact who sign bonds must file with each bond a certified and effectively dated copy of their power of attorney.
c. The “Faithful Performance Bond” shall be for 100% of the contract price to guarantee faithful performance of all work, within the time prescribed, in a manner satisfactory to the City, and that all materials and workmanship will be free from original or developed defects. Said bond shall be in the form attached hereto as Exhibit A and incorporated herein by this reference.
d. The Contractor shall provide two good and sufficient surety bonds. The “Material and Labor Bond” shall be for 100% of the contract price, to satisfy claims of material suppliers and of mechanics and laborers employed on the work. The bond shall be maintained by the Contractor in full force and effect until the completed work is accepted by the City and until all claims for materials and labor are paid, and shall other-wise comply with the Government Code. Said bond shall be in the form attached hereto as Exhibit B and incorporated herein by this reference. e. The surety for such security shall be currently admitted to transact surety insurance by the California Department of Insurance and shall carry a Best’s rating of no less than A-V.
f. Should any bond become insufficient, the Contractor shall renew the bond within ten (10) days after receiving notice from the City.
g. Should any Surety at any time be unsatisfactory to the City Council, notice will be given the Contractor to that effect. No further payments shall be deemed due or will be made under the Contract by the City until a new Surety shall qualify and be accepted by the City Engineer.
Agenda Item #7.6:
Page III-5 FEBRUARY 2026
h. Changes in the work, or extensions of time, made pursuant to the Contract, shall in no way release the Contractor or Surety from their obligations. Notice of such changes or extensions shall be waived by the Surety.
i. The "Maintenance Bond" shall be for 10% of the Final Contract price at the Project completion, in accordance with Part IV, Section 6.16 of these Specifications. Said bond shall be in the form attached hereto as Exhibit C and incorporated herein by this reference.
10. Insurance. The Contractor shall obtain insurance acceptable to City of Sonoma from a company or companies acceptable to the City. The nature and amounts of insurance which the Contractor must furnish are set forth in Exhibit E attached hereto and incorporated by this reference. The required documentation of such insurance (in the forms attached hereto as Exhibits F and incorporated by this reference) shall be furnished to the City at the time Contractor returns the executed contract and within 10 days after the Contractor has received the Notice of Award and prior to the City executing the Contract and issuing a Notice to Proceed. The Contractor shall not commence work nor shall s/he/it allow his/her/its employees or subcontractors or anyone to commence work until all insurance required hereunder has been submitted and approved by the City and a Notice to Proceed has been issued by the City.
11. Contract Documents Defined. “Contract Documents” shall mean and include the Contract (as defined in Part IV “Special Provisions”), Part 1 “Bidding & Proposal Requirements,” Part II “Proposal Forms,” Part III “Contract Requirements,” Part IV “Special Provisions,” all documents and provisions included in said Parts I – IV, Special Provisions, Part V “Technical Specifications,” Standard Specifications to the extent not addressed in the Special Provisions, Plans, Figures, and all exhibits thereto.
IN WITNESS WHEREOF, the City and the Contractor have executed this Contract in three counterparts, each of which shall be deemed an original, on the date first above written.
FOR THE CITY: FOR THE CONTRACTOR:
BY _______________________________ BY _____________________________ CITY MANAGER Name:
Title:
ATTEST _______________________________ BY _____________________________ CITY CLERK Name:
Title:
Agenda Item #7.6:
Page III-6 FEBRUARY 2026
(On Surety Letterhead)
PERFORMANCE BOND
(100%)
WHEREAS, the City of Sonoma, (hereinafter designated as “City”), State of California, and__________________________, (hereinafter designated as “Principal”), have entered into an Agreement whereby Principal agrees to furnish all labor, materials, equipment, tools, transportation, services, appliances, and appurtenances for the work and identified as CIP T5, FRYER CREEK DRIVE, PICKETT STREET AND NASH STREET PAVEMENT REHABILITATION PROJECT NO. 2601, which said agreement and work are referred to and made a part hereof; and
WHEREAS, said Principal is required under the terms of said Agreement to furnish a bond for the faithful performance of said Agreement.
NOW, THEREFORE, we, the Principal, and _________________ as surety, are held and firmly bound unto the City in the penal sum of __________________________ Dollars ($__________________), lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.
The condition of this obligation is such that if the above bounded principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the said agreement and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.
As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.
The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or to the work to be performed thereunder or the specifications accompanying the same shall in anyway affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications.
EXHIBIT A
Agenda Item #7.6:
Page III-7 FEBRUARY 2026
IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and surety above-named, on______________________, 2026. [NOTE: To be signed by Principal
and Surety and acknowledgement and
notarial seal for both attached.]
(SEAL)
__________________________________
PRINCIPAL
By:_______________________________
Name:
Title:
___________________________________
SURETY
By:________________________________
Name:
Title:
I certify under penalty of perjury that Surety is admitted by the Department of Insurance to transact business in the State of California and has a Best’s rating of A-V.
___________________________________
SURETY
By:________________________________
Name:
Title:
NOTE: Attach Notary and Power of Attorney and County Clerk's Certificate of Authority of Admitted Surety Pursuant to 995.648 of Code of Civil Procedures.
EXHIBIT A
Agenda Item #7.6:
Page III-8 FEBRUARY 2026
(On Surety Letterhead)
LABOR AND MATERIALS BOND
(100%)
KNOW ALL PERSONS BY THESE PRESENTS, that the City of Sonoma (“City”) a municipal corporation located in the County of Sonoma, State of California has awarded a contract to and has entered into an agreement with_________________ __________________________________________, hereinafter designated as “Principal” whereby Principal agrees to complete the improvements more particularly described in all documents forming the complete contract entitled, CIP T-5, FRYER CREEK DRIVE,
PICKETT STREET AND NASH STREET PAVEMENT REHABILITATION
PROJECT NO. 2601 which said agreement is hereby referred to and made a part hereof; and
WHEREAS, said Principal is required to furnish a bond in connection and with said contract, provided that if said Principal, or any of his/her/its contractors, shall fail to pay for any materials, provisions, provender or other supplies or teams used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, the Surety of this bond will pay the same to the extent hereinafter set forth.
NOW, THEREFORE, we the Principal and ________________________, as surety, are held and firmly bound unto the City of Sonoma in the penal sum of $_______________ lawful money of the United States, being not less than one hundred (100%) percent of the estimated contract cost of the work, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his/her/its heirs, executors, administrators, successors or assigns, or its subcontractors, shall fail to pay any of the persons named in Section 3181 of the Civil Code, or to pay for any materials, provisions, provender, or other supplies or teams used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind or for amounts due under the Unemployment Insurance Code with respect to such work or labor, then said Surety will pay the same in or to an amount not exceeding the amount hereinabove set forth, and also will pay in case suit is brought upon this bond a reasonable attorney's fee in such suit, which fee shall be fixed by the Court.
AS FURTHER TERMS OF THIS BOND, IT IS UNDERSTOOD AS FOLLOWS:
1. This bond and all its provisions shall inure to the benefit of and all persons named in Section 3181 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.
EXHIBIT B
Agenda Item #7.6:
Page III-9 FEBRUARY 2026
2. This bond is given to comply with the provisions of Chapter 7, Part 4, Division 3, of the Civil Code. The liability of the Principal and Surety hereunder is governed by the provisions of said Chapter, all acts amendatory thereof, and all other statues referred to therein.
And the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract or to the work to be performed thereunder or the specifications accompanying the same shall in any ways affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of this contract or to the work or to the specifications.
IN WITNESS WHEREOF, the above bound parties have executed this instrument under their seals this ___________ day of_________________, 20____, the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. [NOTE: To be signed by Principal and Surety and acknowledgement and notarial seal attached.]
(SEAL)
___________________________________________________
PRINCIPAL
By:_______________________________
Name:
Title:
____________________________________________________
SURETY
By:________________________________
Name:
Title:
I certify under penalty of perjury that Surety is admitted by the Department of Insurance to transact business in the State of California and has a Best's rating of_____________. _____________________________________________________
SURETY
By:_________________________________
Name:
Title:
NOTE: Attach Notary and Power of Attorney and County Clerk's Certificate of Authority of Admitted Surety Pursuant to 995.648 of Code of Civil Procedures.
EXHIBIT B
Agenda Item #7.6:
Page III-10 FEBRUARY 2026
MAINTENANCE BOND (1-YEAR)
(10%)
KNOW ALL PERSONS BY THESE PRESENTS, that the City of Sonoma hereinafter designated as "City"), a municipal corporation located in the County of Sonoma, State of California, and ____________________(hereinafter designated as "Principal") entered into a contract on the _____ day of ___________________, 20__, whereby Principal agreed to complete the improvements more particularly described in all documents forming the complete contract entitled CIP T-5, FRYER CREEK DRIVE, PICKETT STREET AND NASH STREET PAVEMENT REHABILITATION PROJECT NO. 2601, which said contract is hereby referred to and made a part hereof; and WHEREAS, said Principal is required under the terms of said contract to furnish a bond conditioned to guarantee the maintenance of those improvements ("said improvements") for a period of ______ year(s) from the date of acceptance of said improvements by the City, against all defects in workmanship and materials which may become apparent during said period.
NOW, THEREFORE, we, the Principal and_________________________________, as Surety, are held and firmly bound unto the City in the penal sum of______________________, Dollars (_____________) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. This penal sum shall not be less than ten percent of the contract amount, meaning the entire amount paid by the City to the Contractor (Principal), including but not limited to the contract bid amount awarded and any change orders.
THE CONDITION of this obligation is such that if the said Principal shall faithfully carry out and perform said guaranty in accordance with the terms of said specifications and shall, on due notice, promptly repair and make good at its own expense all defects of material or workmanship in the said work which may develop or become apparent during the ___ year period beginning from the effective date of City acceptance of said improvements by the City Council, or shall pay over, make good and reimburse to the City all loss and damage which the City may sustain by reason of failure or defect of said Principal so to do, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.
AS PART OF THE OBLIGATION secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.
EXHIBIT C
Agenda Item #7.6:
Page III-11 FEBRUARY 2026
THE SURETY HEREBY STIPULATES AND AGREES that no change, extension of time, alteration or addition to the terms of the contract or the work to be performed thereunder of the specifications accompanying the same shall in any way effect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract or to the work or to the specifications.
IN WITNESS WHEREOF, the above bounden parties have executed this instrument under their seals this _____ day of __________, 20__, the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.
NOTE: To be signed by Principal and
Surety and acknowledgment and notarial
seal attached.
[Attach Notary Acknowledgment]
_________________________
_________________________
_________________________
_________________________
Principal
By ______________________
[Attach Notary Acknowledgment]
_________________________
Surety
__________________________
__________________________
Address of Surety
___________________________
EXHIBIT C
Agenda Item #7.6:
Page III-12 FEBRUARY 2026
GUARANTY
(This guaranty shall be executed by the successful Bidder prior to the time the contract is executed.) To the City of Sonoma for construction of
CIP T-5, FRYER CREEK DRIVE, PICKETT STREET AND NASH STREET PAVEMENT REHABILITATION PROJECT NO. 2601
The undersigned guarantees all construction performed on this project and also guarantees all material and equipment incorporated therein.
Contractor hereby grants to City for a period of one (1) year following the date of Final Completion of the Work, its unconditional warranty of the quality and adequacy of all of the Work including, without limitation, all labor, materials and equipment provided by Contractor and its Subcontractors of all tiers in connection with the Work.
Neither final payment nor use or occupancy of the Work performed by the Contractor shall constitute an acceptance of work not done in accordance with this Agreement or relieve Contractor of liability in respect to any express warranties or responsibilities for faulty materials or workmanship.
Contractor shall remedy any defects in the Work and pay for any damage resulting therefrom which shall appear within one (1) year, or longer if specified, from the date of Final Completion.
Should any of the materials or equipment prove defective or should the Work as a whole prove defective, due to faulty workmanship, material furnished or methods or installation, or should the Work or any part thereof fail to operate properly as originally intended and in accordance with the Contract Documents due to any of the above causes within one (1) year after date of Final Completion, the Contractor shall:
(1) reimburse the City, upon demand, for its expenses incurred in restoring said Work to the condition contemplated in the Contract Documents, including the cost of any such equipment or materials replaced and the cost of removing and replacing any other work necessary to make such replacement or repairs, or
(2) upon demand by the City, replace any such material and to immediately repair said Work completely without cost to the City so that said Work will function successfully as originally contemplated.
Inspection of the work shall not relieve the Contractor of any of its obligations under the Contract Documents. Even though equipment, materials, or work required to be provided under the Contract Documents have been inspected, accepted, and estimated for payment, the Contractor shall, at its own expense, replace or repair any such equipment, material, or work found to be defective or otherwise not to comply with the requirements of the Contract Documents up to the end of the guaranty period.
EXHIBIT D
Agenda Item #7.6:
Page III-13 FEBRUARY 2026
The City shall have the unqualified option to make any needed replacement or repairs itself or to have such replacements or repairs done by the Contractor. In the event the City elects to have said work performed by the Contractor, the Contractor shall make such repairs within a reasonable period of time after the receipt of demand from the City; provided, however that in no event shall such period exceed twenty-five (25) days.
Signature of Contractor Date
Name:
Title:
EXHIBIT D
Agenda Item #7.6:
Page III-14 FEBRUARY 2026
Agenda Item #7.6:
Page III-15 FEBRUARY 2026
EXHIBIT E
CONTRACTOR INSURANCE REQUIREMENTS FOR CITY PROJECTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors.
1.1 Minimum Scope of Insurance
Coverage shall be at least as broad as:
a) Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01).
b) Insurance Services Office form number CA 0001 covering Automobile Liability, Code 1 (any auto).
c) Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
d) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subsection (b) of Section 2782 of the Civil Code.
1.2 Minimum Limits of Insurance
Contractor shall maintain limits no less than:
a) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. c) Employer’s Liability: $1,000,000 per accident for bodily injury or disease. d) Pollution liability: $180,000
1.3 Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
Agenda Item #7.6:
Page III-16 FEBRUARY 2026
EXHIBIT E
1.4 Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
a) The City, its officers, officials, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor: and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with your work or operations. General liability coverage shall be provided in the form of an endorsement to the Contractor’s insurance or as a separate Owner’s policy.
b) For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. c) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after ten (10) days’ prior written notice given to the City.
d) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.
1.5 Waiver of Subrogation
The Contractor's workers’ compensation policy and general liability policy shall be endorsed with a waiver of subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses paid under the terms of these policies which arise from the work performed by or on behalf of the named insured for the City.
1.6 Acceptability of Insurers
Insurance is to be placed with insurers either admitted to conduct insurance business in California and with a current A. M. Best rating of no less than A: VII or other (non-California admitted) insurance business with a current A.M. Best rating of no less than A+:X.
1.7 Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.
Agenda Item #7.6:
Page III-17 FEBRUARY 2026
EXHIBIT E
1.8 Subcontractors
Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
1.9 Material Breach
If Contractor, for any reason, fails to maintain any of the insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of this Agreement. City, at its sole option, may terminate this Agreement and obtain damages from Contractor resulting from said breach. Alternatively, City may purchase such required insurance coverage, and without further notice to Contractor, City may deduct from sums due to Contractor any premium costs advanced by City for such insurance. These remedies shall be in addition to any other remedies available to City.
Agenda Item #7.6:
Page III-18 FEBRUARY 2026
EXHIBIT E
Agenda Item #7.6:
Page III-19 FEBRUARY 2026
EXHIBIT F
Agenda Item #7.6:
Page III-20 FEBRUARY 2026
EXHIBIT F
Agenda Item #7.6:
City of Sonoma
Agenda Item Summary
Meeting: City Council - 30 Mar 2026
Department
Administration
Staff Contact
David Guhin, City Manager
Agenda Item Title
Adopt a Resolution Approving the Second Amendment to the Amended and Restated City Attorney Retainer Agreement
Summary
BACKGROUND
The law firm of Colantuono, Highsmith & Whatley, PC (CHW), alongside its predecessor firm Walter & Pistole (led by Jeffrey A. Walter), has provided high-quality legal services to the City of Sonoma since 2010. The City entered into the Original Agreement on August 17, 2015, which was later assigned to CHW on February 1, 2021. Following Jeffrey Walter's resignation, the City Council adopted Resolution #68-2022 on November 2, 2022, to appoint David J. Ruderman as the City Attorney.
The rates charged by the City Attorney were last updated via a First Amendment in 2022, however, those rates were structured around the small-firm model of Walter & Pistole, which consisted of only three attorneys. The current rates do not reflect the current size and structure of CHW, which features over 35 attorneys offering a wide variety of specialized legal expertise.
ANALYSIS
Currently, there is significant compaction between the litigation rate and the general counsel rate. Attorneys who possess the advanced, practice-specific expertise required to competently represent the City in litigation and advise on specialized matters command market rates that substantially exceed the City’s current General Legal Services rate. This gap effectively precludes the City from engaging the most qualified specialists in these fields, as the current general counsel rate does not cover the costs of these higher-priced attorneys when needed.
To ensure the City can utilize the firm's most experienced attorneys for complex legal issues, the proposed Second Amendment will update the rate structure to levels that are competitive with, though still below, prevailing market rates. Specifically, the amendment will make the following changes:
Adjust the Litigation Services Rate: For litigation, the standard hourly rate will be capped at $395 per hour. If an attorney's standard rate is less than that, the City will be billed the standard rate. It should be noted that there is currently no pending litigation where CHW is representing the City.
Establish a Specialized Legal Services Rate: A new rate category will be created, billed at standard rates capped at $350 per hour, for complex areas of law not generally provided by an in-house City Attorney’s office.
Agenda Item #7.7:
This new "Specialized Legal Services" category will enable the City to utilize specialized CHW attorneys for the following matters:
Labor and employment matters, including employee discipline, MOU drafting/interpretation, and PERS issues.
Advice regarding revenue measures, local taxes, fees, and municipal finance law, including Propositions 218 and 26.
Environmental legal services beyond routine document review. Real estate and economic development agreements, including eminent domain services.
Insurance coverage disputes and Water Law services.
Recommended Council Action
Adopt a Resolution Approving the Second Amendment to the Amended and Restated City Attorney Retainer Agreement with Colantuono, Highsmith & Whatley, PC (CHW), and Authorize the City Manager to Execute the Amendment on Behalf of the City.
Alternative Actions
Council discretion.
Financial Impact
If approved by the City Council, the Second Amendment and its updated rate structure will become effective on July 1, 2026. This start date has been selected so that the City can properly budget for the change. All other terms of the Original Agreement, as revised by the First Amendment and Resolution #68-2022, will remain in full force and effect.
Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution
Second Amended to Retainer Agreement
Alignment with Council Goals:
Agenda Item #7.7:
City of Sonoma
RESOLUTION # _______-2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA
APPROVING THE SECOND AMENDMENT TO AMENDED AND RESTATED
CITY ATTORNEY RETAINER AGREEMENT
WHEREAS, the law firm of Colantuono, Highsmith & Whatley, PC (“CHW”), and its predecessor, the law firm of Walter & Pistole and Jeffrey A. Walter, have provided high quality legal services to the City since 2010; and
WHEREAS, the City last updated the rates charged by the City Attorney in 2022, though they still reflected the small firm structure of Walter & Pistole, with three attorneys, and not CHW’s larger size with over 35 attorneys with a variety of specialized legal expertise; and WHEREAS, attorneys who possess the advanced, practice-specific expertise required to competently represent the City in litigation and advice the City on specialized legal matters command market rates that substantially exceed the City’s current General Legal Services rate, which effectively precludes engagement of the most qualified specialists in these fields; and WHEREAS, it is in the best interest of the City to amend the City Attorney fee schedule to (i) increase the Litigation Services hourly rate to a level that is competitive with, though still below, the prevailing market and that appropriately reflects the differentiated expertise required for effective litigation representation, and (ii) establish a new Specialized Legal Services rate category at a rate commensurate with the specialized market rates for attorneys practicing in areas such as real property, tax and fee, and labor and employment law.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SONOMA RESOLVES AS FOLLOWS:
The Second Amendment to Amended and Restated City Attorney Retainer Agreement attached hereto is approved and the City Manager is authorized and directed to execute same on behalf of the City of Sonoma.
PASSED, RESOLVED, AND ADOPTED, by the City Council of the City of Sonoma at a Regular Meeting held on the 30th day of March, 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________
Ron Wellander, Mayor
ATTEST:
________________________________
Monique Saviez Burns, CPMC, CMC
Deputy City Clerk
Agenda Item #7.7:
1 SECOND AMENDMENT TO AMENDED AND RESTATED
CITY ATTORNEY RETAINER AGREEMENT
This Second Amendment to the Amended and Restated City of Sonoma and City of Sonoma as Successor Agency Attorney Agreement (“Second Amendment”) is entered into this 30th day of March, 2026, by and between the City of Sonoma (“City”) and Colantuono, Highsmith & Whatley, PC (“Attorney”). The City and Attorney may be referred to herein as “Party” or collectively as “Parties.”
RECITALS
A. On August 17, 2015, the City entered into the Amended and Restated City of Sonoma and City of Sonoma as Successor Agency Attorney Agreement with Jeffrey A. Walter, a Professional Law Corporation (the “Original Agreement”).
B. On January 20, 2021, the City consented to the assignment of the Original Agreement from Jeffrey A. Walter, a Professional Law Corporation, to Attorney effective February 1, 2021.
C. On April 6, 2022, the Parties entered into a First Amendment to the Original Agreement (together, “Retainer Agreement”).
D. On November 2, 2022, the City adopted Resolution #68-2022 to accept Jeffrey Walter’s resignation as City Attorney and appoint David J. Ruderman City Attorney under the Retainer Agreement.
E. City and Attorney now wish to amend the Retainer Agreement by entering into this Second Amendment to update rates for litigation and provide different rates for specialized legal services.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein and contained in the Retainer Agreement, City and Attorney agree as follows:
I. Compensation. Section 3(B) of the Retainer Agreement is amended to read as follows:
B. For each hour of services rendered by the Attorney in connection with matters involving litigation, the Attorney shall be paid its standard rates capped at $395 per hour.
Agenda Item #7.7:
2 II. Compensation. Section 3(J) of the Retainer Agreement is added to read as follows:
J. Specialized Legal Services. Notwithstanding Section 3(A) above, for each hour of services rendered by the Attorney in connection with Specialized Legal Services, the Attorney shall be paid standard rates capped at $350 per hour. “Specialized Legal Services” include the following:
1) Labor and employment matters, including employee discipline, personnel rules, MOU drafting/interpretation, employment contracts and settlement agreements, PERS issues. This subsection excludes attendance at City Council closed sessions and basic review of agreements as prepared as part of the normal course of work of the City Council.
2) Advice regarding revenue measures, local taxes, fees, assessments, and other advice regarding municipal finance law, including Propositions 218 and 26.
3) Environmental legal services other than routine review of negative declarations, environmental impact reports and project-level environmental documentation.
4) Advice on and drafting of agreements for real estate and economic development services, including exclusive negotiating agreements, disposition and development agreements, development
agreements, and related real estate and eminent domain services other than routine review of escrow documents, title reports and standard sale or purchase contracts.
5) Insurance coverage services, such as advice and representation regarding disputes with the applicable risk pool or another insurance provider other than routine advice to tender claims to insurers.
6) Water Law Services.
7) Such other specialized services as may be required by the City which are not generally provided by an in-house City Attorney’s office.
III. Effective Date. This Second Amendment is effective on July 1, 2026.
IV. Prior Agreement and Amendments. Except as modified by this Second Amendment, the terms of the Original Agreement, as revised by the First Amendment and Resolution #68-2022, shall remain in full force and effect.
Agenda Item #7.7:
3 IN WITNESS WHEREOF, the duly authorized representatives of the Parties have caused this Agreement to be executed as of the dates indicated below.
CITY OF SONOMA
Dated: ______________________ _____________________________ David Guhin
City Manager
COLANTUONO, HIGHSMITH & WHATLEY, PC
Date: ______________________ _____________________________ David J. Ruderman
Assistant Secretary
Agenda Item #7.7:
City of Sonoma
Agenda Item Summary
Meeting: City Council - 30 Mar 2026
Department
Administration
Staff Contact
David Guhin, City Manager
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute a Professional Services Agreement with Bob Murray & Associates for an Amount Not to Exceed $29,900 to Conduct an Executive Recruitment for the Position of City Manager and Authorize the City Manager to Sign the Agreement
Summary
BACKGROUND
The City of Sonoma is undertaking a recruitment process to fill the position of City Manager.
Engaging a professional recruitment firm will help the City Council ensure a thorough, transparent, and competitive process, and attract highly qualified candidates for this critical leadership position to the City of Sonoma.
In order to ensure a comprehensive and competitive search process, the City issued a Request for Proposals (RFP) to three (3) highly qualified executive recruitment firms with demonstrated experience in public sector executive placements.
All three firms responded to the RFP, providing detailed proposals outlining their qualifications, recruitment methodologies, timelines, and costs.
SUMMARY
At its March 12, 2026, Closed Session meeting, City Council evaluated the submitted proposals based on several criteria, including relevant experience, recruitment approach, ability to meet the City’s desired timeline, and overall cost.
Each of the proposals was well-qualified, with proposed scope of services including stakeholder engagement, candidate recruitment and screening, interview facilitation, and assistance with final selection and contract negotiations. Bob Murray & Associates demonstrated extensive experience, particularly in recruitments for nearby jurisdictions, at the lowest cost among the three firms, with a total not-to-exceed amount of $29,900.
Additionally, Bob Murray & Associates provided a recruitment timeline that demonstrated the ability to meet the City’s desire for a new City Manager to be in place near the start of the Fiscal Year, starting July 1, 2026.
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute a professional services agreement with Bob Murray & Associates in an amount not to exceed $29,900 to conduct an executive recruitment for the position of City Manager.
Recommended Council Action
Adopt a Resolution Authorizing the City Manager to Execute a Professional Services Agenda Item #7.8:
Agreement with Bob Murray & Associates for an Amount Not to Exceed $29,900 to Conduct an Executive Recruitment for the Position of City Manager and Authorize the City Manager to Sign the Agreement.
Alternative Actions
Council discretion.
Financial Impact
The total cost of the agreement with Bob Murray & Associates will not exceed $29,900.
Funding for this service will be incorporated into the City’s FY2025-26 Budget.
Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Bob Murray & Associates Contract Resolution
Bob Murray & Associates Contract.03.30.2026
Exhibits A & B Bob Murray & Associates Contract.03.30.2026 Alignment with Council Goals:
Agenda Item #7.8:
City of Sonoma
RESOLUTION # ____ - 2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA AUTHORIZING THE
CITY MANAGER TO EXECUTE A CONTRACT WITH BOB MURRAY & ASSOCIATES IN AN AMOUNT NOT TO EXCEED $29,900 TO CONDUCT AN EXECUTIVE RECRUITMENT FOR
THE POSITION OF CITY MANAGER
WHEREAS, the City of Sonoma requires professional services from a consultant to conduct an executive recruitment for the position of City Manager; and
WHEREAS, the City of Sonoma communicated a Request for Proposals (RFP) for the executive recruitment for the position of City Manager; and
WHEREAS, the City of Sonoma received proposals from three (3) highly qualified firms, including a proposal from Bob Murray & Associates; and
WHEREAS, the proposal received from Bob Murray & Associates is the most cost-effective, with a contract amount not to exceed $29,900 through August 31, 2026.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Sonoma authorizes the City Manager to execute a contract with Bob Murray & Associates to conduct an executive recruitment for the position of City Manager, in an amount not to exceed $29,900 through August 31, 2026, and authorizes the City Manager to sign the agreement.
PASSED, RESOLVED, AND ADOPTED, at a Regular meeting of the City Council of the City of Sonoma on this 30th day of March 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
_____________________________________
Ron Wellander, Mayor
ATTEST:
_____________________________________
Monique Saviez Burns, CPMC, CMC
Deputy City Clerk
Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
SHORT FORM PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTANT SERVICES
(City of Sonoma / Bob Murray & Associates)
1. IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the City of Sonoma, a California municipal corporation (“City”), and Bob Murray and Associates (“Consultant”) (collectively, “parties”).
2. RECITALS
2.1. City has determined that it requires the following professional services from a consultant: to conduct an executive recruitment for the position of City Manager.
2.2. Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.
2.3. Consultant represents that it has no known relationships with third parties, City Council members, or employees of City which would (1) 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, (2) prevent Consultant from performing the terms of this Agreement, or (3) present a significant opportunity for the disclosure of confidential information.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:
3. DEFINITIONS
3.1. “Agreement Administrator”: The Agreement Administrator for this project is David Guhin, City Manager. The Agreement Administrator shall be the principal point of contact at the City for this project. All services under this Agreement shall be performed at the request of the Agreement Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. City reserves the right to change this designation upon written notice to Consultant.
Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
3.2. “Approved Fee Schedule”: Consultant’s compensation rates as set forth in the Consultant’s March 9, 2026, fee schedule attached hereto as Exhibit B and 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”: March 18, 2026.
3.4. “Maximum Amount”: The highest total compensation and costs payable to Consultant by City under this Agreement. The Maximum Amount under this Agreement is Twenty-Nine Thousand Nine Hundred Dollars ($29,900).
3.5. “Scope of Services”: Such professional services as are set forth in Consultant’s March 9, 2026, proposal to City attached hereto as Exhibit A and incorporated herein by this reference.
3.6. “Termination Date”: August 31, 2026.
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. Consultant may request extensions of time to perform the services required hereunder. Such extensions shall be effective if authorized in advance by City in writing and incorporated in written amendments to this Agreement.
5. CONSULTANT’S DUTIES
5.1. Services. Consultant shall perform the services identified in the Scope of Services. City shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement.
5.2. Business License. Consultant shall obtain and maintain in force a City business license for the duration of this Agreement.
5.3. Campaign Contributions. 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 Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
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.
5.4. Coordination with City. In performing services under this Agreement, Consultant shall coordinate all contact with City through its Agreement Administrator.
5.5. Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.
6. SUBCONTRACTING AND ASSIGNMENT
6.1. General Prohibition. This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City’s prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any party other than Consultant.
7. COMPENSATION
7.1. General. City agrees to compensate Consultant for the services provided under this Agreement, and Consultant agrees to accept payment in accordance with the Fee Schedule in full satisfaction for such services. Compensation shall not exceed the Maximum Amount. Consultant shall not be reimbursed for any expenses unless provided for in this Agreement or authorized in writing by City in advance.
7.2. Invoices. Consultant shall submit to City an invoice, on a monthly basis or as otherwise agreed to by the Agreement Administrator, for services performed Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
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.
7.3. Taxes. City shall not withhold applicable taxes or other payroll deductions from payments made to Consultant except as otherwise required by law. Consultant shall be solely responsible for calculating, withholding, and paying all taxes.
7.4. Disputes. The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Consultant.
7.5. Additional Work. Consultant shall not be reimbursed for any expenses incurred for work performed outside the Scope of Services unless prior written approval is given by the City through a fully executed written amendment. Consultant shall not undertake any such work without prior written approval of the City.
8. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material, and all electronic files, including computer-aided design files, developed by Consultant in the performance of this Agreement (such written material and electronic files are collectively known as “written products”) shall be and remain the property of City without restriction or limitation upon its use or dissemination by City except as provided by law. Consultant may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Consultant.
9. RELATIONSHIP OF PARTIES
9.1. General. Consultant is, and shall at all times remain as to City, a wholly independent contractor.
9.2. No Agent Authority. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.
9.3. Independent Contractor Status. Under no circumstances shall Consultant or its employees look to the City as an employer. Consultant shall not be entitled to Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
any benefits. City makes no representation as to the effect of this independent contractor relationship on Consultant’s previously earned California Public Employees Retirement System (“CalPERS”) retirement benefits, if any, and Consultant specifically assumes the responsibility for making such a determination. Consultant shall be responsible for all reports and obligations including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation, and other applicable federal and state taxes.
10. INDEMNIFICATION
10.1. Definitions. For purposes of this Section 10, “Consultant” shall include Consultant, its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Consultant or its subcontractors, in the performance of this Agreement. “City” shall include City, its officers, agents, employees and volunteers.
10.2. Consultant to Indemnify City. To the fullest extent permitted by law, Consultant 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 Consultant’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Consultant or failure to comply with any provision in this Agreement.
10.3. Scope of Indemnity. Personal injury shall include injury or damage due to death or injury to any person, whether physical, emotional, consequential or otherwise.
Property damage shall include injury to any personal or real property.
Consultant shall not be required to indemnify City for such loss or damage caused by the sole active negligence or willful misconduct of the City.
10.4. Attorneys’ Fees. Such costs and expenses shall include reasonable attorneys’ fees for counsel of City’s choice, expert fees and all other costs and fees of litigation.
Consultant shall not be entitled to any refund of attorneys’ fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.
10.5. Defense Deposit. The City may request a deposit for defense costs from Consultant with respect to a claim. If the City requests a defense deposit, Consultant shall provide it within 15 days of the request.
10.6. Waiver of Statutory Immunity. The obligations of Consultant under this Section 10 are not limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City.
Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
10.7. Insurance Not a Substitute. City does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement. Consultant’s indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.
10.8. Indemnification of CalPERS Determination. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
11. INSURANCE
11.1. Insurance Required. Consultant shall carry, maintain, and keep in full force insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with Consultant’s performance of this Agreement, as described in this section and shall require all of its subcontractors, consultants, and other agents to do the same. Approval of the insurance by the City shall not relieve or decrease any liability of Consultant. Any requirement for insurance to be maintained after completion of the work shall survive this Agreement.
11.2. Documentation of Insurance. City will not execute this agreement until it has received a complete set of all required documentation of insurance coverage.
However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. Consultant shall file with City:
• Certificate of Insurance, indicating companies acceptable to City, with a Best’s Rating of no less than A:VII showing. The Certificate of Insurance must include the following reference: Project Name “Executive Recruitment for the position of City Manager”.
• 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.
Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
11.3. Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
• Professional Liability Insurance: $1,000,000 per occurrence, $2,000,000 aggregate
• General Liability:
• General Aggregate: $4,000,000
• Products Comp/Op Aggregate $2,000,000
• Personal & Advertising Injury $1,000,000
• Each Occurrence $2,000,000
• Fire Damage (any one fire) $ 50,000
• Medical Expense (any 1 person) $ 5,000
• 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 additional insured. Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.
11.5. 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. The policy shall cover inter-insured suits and include a “Separation of Insureds” or “severability” clause which treats each insured separately. The policy shall not contain a Consultants’ Warranty or other similar language which eliminates or restricts insurance because of a sub-Consultant’s failure to carry specific insurance or to supply evidence of such coverage.
11.6. Worker’s Compensation Insurance. Consultant is aware of the provisions of the Labor Code which requires every employer to carry Workers’ Compensation (or to undertake equivalent self-insurance), and Consultant will comply with such provisions before commencing the performance of the work of this Agreement. If such insurance is underwritten by any agency other than the State Compensation Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
Fund, such agency shall be a company authorized to do business in the State of California.
11.7. Automobile Liability Insurance. Covered vehicles shall include owned if any, non-owned, and hired automobiles and, trucks.
11.8. 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 two years after the completion of the work by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement.
11.9. 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. Claims-Made 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 nonrenewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.
11.10. Additional Insured Endorsements. The City of Sonoma, its City Council, Commissions, officers, employees, and agents must be endorsed as an additional insured for each policy required herein, other than Professional Errors and Omissions and Worker’s Compensation, for liability arising out of ongoing and completed operations by or on behalf of the Consultant. Consultant’s insurance policies shall be primary as respects any claims related to or as the result of the Consultant’s work. Any insurance, pooled coverage or self-insurance maintained by the City, its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultants shall be non-contributory. All endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. General liability coverage can be provided using an endorsement to the Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37.
11.11. Failure to Maintain Coverage. In the event any policy is canceled prior to the completion of the project and the Consultant does not furnish a new certificate of insurance prior to cancellation, City has the right, but not the duty, to obtain the required insurance and deduct the premium(s) from any amounts due the Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
Consultant under this Agreement. Failure of the Consultant to maintain the insurance required by this Agreement, or to comply with any of the requirements of this section, shall constitute a material breach of this Agreement.
11.12. Notices. Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased.
Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in limits except after thirty (30) days’ prior written notice has been given to the City; however, ten (10) days’ prior written notice shall apply in the event of cancellation for nonpayment of premium. Consultant shall provide no less than 30 days’ notice of any cancellation or material change to policies required by this Agreement.
Consultant shall provide proof that cancelled or expired policies of insurance have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: City of Sonoma, Attn:
City Clerk, No. 1 The Plaza, Sonoma, California 95476.
11.13. Consultant’s Insurance Primary. The insurance provided by Consultant, including all endorsements, shall be primary to any coverage available to City and be endorsed using Insurance Services office form CG 20 10 (or equivalent) to provide that City and its officers, employees, and agents shall be additional insureds under such policies. Any insurance or self-insurance maintained by City and/or its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.
11.14. Waiver of Subrogation. Consultant hereby waives all rights of subrogation against the City. Consultant shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself.
11.15. Report of Claims to City. Consultant shall report to the City, in addition to the Consultant’s insurer, any and all insurance claims submitted to Consultant’s insurer in connection with the services under this Agreement.
11.16. Premium Payments and Deductibles. Consultant must disclose all deductibles and self-insured retention amounts to the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within retention amounts.
Ultimately, City must approve all such amounts prior to execution of this Agreement. City has no obligation to pay any premiums, assessments, or deductibles under any policy required in this Agreement. Consultant shall be Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
responsible for all premiums and deductibles in all of Consultant’s insurance policies. The amount of deductibles for insurance coverage required herein are subject to City’s approval.
11.17. Duty to Defend and Indemnify. Consultant’s duties to defend and indemnify City under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration or early termination of this Agreement.
12. 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, email, facsimile or overnight courier service during Consultant’s and City’s regular business hours; or (ii) on 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).
If to City
David Guhin
City of Sonoma
City Manager
No. 1 The Plaza
Sonoma, CA 95476
Telephone: (707) 938-3681
Email: [email protected]
If to Consultant
Valerie Gaeta Phillips
1544 Eureka Road, Suite 180
Roseville, CA 95661
Telephone: (916) 784-9080
Email: [email protected]
With courtesy copy to:
David J. Ruderman, Esq.
Sonoma City Attorney
Colantuono, Highsmith & Whatley, PC
420 Sierra College Drive, Ste. 140
Grass Valley, CA 95945
Telephone: (213) 542-5700
Email: [email protected]
13. MUTUAL COOPERATION
13.1. City Cooperation in Performance. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
available for the proper performance of Consultant’s services under this Agreement.
13.2. Consultant Cooperation in Defense of Claims. If any claim or action is brought against City relating to Consultant’s performance in connection with this Agreement, Consultant shall render any reasonable assistance that City may require in the defense of that claim or action.
14. SURVIVING COVENANTS
The parties agree that the covenants contained in paragraph 5.5 (Records), section 10 (Indemnity), paragraph 11.9 (Claims-Made Policies), paragraph 13.2 (Consultant Cooperation in Defense of Claims), and paragraph 17.1 (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.
15. TERMINATION
City may terminate this Agreement for any reason immediately upon written notice to Consultant. Consultant may terminate this Agreement for any reason on thirty calendar days’ written notice to City. Consultant 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 promptly returned to City upon the termination or expiration of this Agreement. If City terminates this Agreement due to no fault or failure of performance by Consultant, then Consultant shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the Maximum Amount that would be paid to Consultant for the full performance of the services required by this Agreement.
16. INTERPRETATION OF AGREEMENT
16.1. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.
16.2. 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 exhibits of this Agreement, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed on by City and Consultant.
Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
16.3. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
17. GENERAL PROVISIONS
17.1. Confidentiality. All data, documents, discussion, or other information developed or received by Consultant for performance of this Agreement are deemed confidential and Consultant shall not disclose it without prior written consent by City. City shall grant such consent if disclosure is legally required. All City data shall be returned to City upon the termination or expiration of this Agreement.
17.2. Conflicts of Interest. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subcontractor to file, a Statement of Economic Interest with the City’s Filing Officer if required under state law in the performance of the services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement, no member, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
17.3. Binding on Successors. This Agreement shall be binding on the successors and assigns of the parties.
17.4. 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.
Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
17.5. Time of the Essence. Time is of the essence for each and every provision of this Agreement.
17.6. Non-Discrimination. Consultant shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition (cancer-related), marital status, ancestry, sexual orientation, or any other unlawful basis, including without limitation, the City’s Non-Discrimination Policy adopted as Resolution #25-2019. Employment actions to which this provision applies shall include, but not be limited to, the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training.
Consultant agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.
17.7. Waiver. No provision, covenant, or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing signed by one authorized to bind the party asserted to have consented to the waiver. The waiver by City or Consultant of any breach of any provision, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provision, covenant, or condition.
17.8. 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.
17.9. Attorneys’ Fees. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys’ fees and costs expended in the action.
17.10. Venue. The venue for any litigation shall be Sonoma County, California and Consultant hereby consents to sole jurisdiction in Sonoma County for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.
Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
17.11. Living Wage. Nonprofit service contractors which receive contracts from the City of $75,000 or more in a 12-month period, and for-profit service contractors who receive contracts from the City of $10,000 or more in a 12-month period, provided they have more than six employees, may be subject to the City’s Living Wage Ordinance. Sub-contractors with $50,000 or more in annual gross receipts may also be subject to the Living Wage Ordinance. Unless otherwise exempt in accordance with the provisions of the Ordinance (Sonoma Municipal Code Chapter 2.70), this Agreement is subject to applicable provisions of the Living Wage Ordinance of the City as amended from time to time and available on the City’s website.
17.12. 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.
17.13. Recitals. The Recitals are incorporated by this reference. [Signatures on following page]
Agenda Item #7.8:
Short Form Professional Services Agreement – Consultant Services
337896.5
Approved for Use: 1/1/2025
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “City”
City of Sonoma
By:________________________________
Signature
Printed: David Guhin
Title: City Manager
Date:______________________
“Consultant”
Bob Murray & Associates
By:________________________________
Signature
Printed: Valerie Gaeta Phillips
Title: President & Recruiter
Date:______________________
Attest:
By:__________________________________
Monique Saviez Burns, CPMC, CMC, Deputy
City Clerk
Date:________________________
By:________________________________
Signature
Printed: Gary Phillips
Title: Executive Vice President & Recruiter
Date:______________________
Approved as to form:
By:__________________________________
David J. Ruderman, City Attorney
Date:________________________
Agenda Item #7.8:
337896.5
“EXHIBIT A & B”
Scope of Work & Approved Fee Schedule
Agenda Item #7.8:
337896.5
“EXHIBIT C”
Campaign Contribution Disclosure Form
Agenda Item #7.8:
337896.5
CAMPAIGN CONTRIBUTION
DISCLOSURE PROVISIONS
Cities are subject to the campaign disclosure provisions detailed in Government Code Section 84308.
Please carefully read the following information to
determine if the provisions apply to you. If you determine that the provisions are applicable, the Campaign Disclosure Form must be completed and returned to the City with your application.
1. No City councilmember or 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 is rendered 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 months following 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
To determine whether a campaign contribution of more
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 current City 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:
Agenda Item #7.8:
337896.5
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.
Document No: ______________________________
Agenda Item #7.8:
A Proposal to Conduct an Executive Recruitment
for the Position of
CITY MANAGER
on behalf of the
1544 Eureka Road, Suite 180
Roseville, CA 95661
(916) 784-9080
(916) 784-1985 fax
EXHIBITS A & B Agenda Item #7.8:
March 9, 2026
Mayor Ron Wellander and
Members of City Council
City of Sonoma
1 The Plaza
Sonoma, CA 95476
Submitted via email to: [email protected]
Dear Mayor Wellander & Members of City Council:
Bob Murray & Associates is pleased to submit a proposal to conduct the City Manager recruitment for the City of Sonoma. The following details our unique qualifications and describes our systematic—yet flexible—method of identifying, recruiting, and screening outstanding candidates on your behalf. Bob Murray & Associates is proud to offer straightforward, all-in pricing, eliminating surprises and making the experience simple and stress-free. This proposal includes information on our proven process, a timeline, and a guarantee.
As the premier public sector executive search firm specializing in positions that report directly to elected boards/councils, we understand the unique dynamics, high expectations, and political acumen required of leaders in these critical roles. We don’t just fill positions—we ensure the candidates we present to City of Sonoma are wellaligned with your organization’s goals, values, and culture. Our team is composed of experienced executive recruiters and former public-sector executives—professionals who are passionate about public service and attuned to current trends in government leadership. With over 34 years of experience and a network of more than 40,000 professionals and organizations, we’ve built a strong reputation for delivering exceptional candidates and achieving repeat success with our clients.
Bob Murray & Associates recognizes that we work at the pleasure of the City Council and our job is to facilitate the Council in finding the City’s next City Manager. Our best practice is to establish a strong partnership with the Council, to ensure the placement of a City Manager who is ideally suited to its needs. In developing this collaborative approach, we will seek the opportunity to meet with the council members individually to discuss their expectations for the City’s new City Manager. The feedback received from the council members will be essential in providing guidance when recruiting and screening candidates for the position.
Current and recent recruitments we have completed similar in scope to your upcoming search include the following:
Agenda Item #7.8:
2026
Lemon Grove, CA (City Manager) –
current
South Lake Tahoe, CA (City Manager) –
current
Pacifica, CA (City Manager) – current
Sausalito, CA (City Manager) – current
Concord, CA (City Manager) – current
Santa Rosa, CA (City Manager) - current
Monterey, CA (City Manager)
Eugene, OR (City Manager)
Cathedral City, CA (City Manager)
Hanford, CA (City Manager)
2025
Hayward, CA (City Manager)
Apple Valley, CA (Town Manager)
Davis, CA (City Manager)
Live Oak, CA (City Manager)
Oakdale, CA (City Manager)
Fowler, CA (City Manager)
Louisville, CO (City Manager)
Manhattan Beach, CA (Deputy City
Manager)
2024
Vernon, CA (City Administrator)
Folsom, CA (City Manager)
Murrieta, CA (City Manager)
Aliso Viejo, CA (City Manager)
Manhattan Beach, CA (City Manager)
Emeryville, CA (City Manager)
Reno, NV (City Manager)
Clovis, CA (City Manager)
Clayton, CA (City Manager)
Vancouver, WA (City Manager)
Orinda, CA (City Manager)
Pinole, CA (City Manager)
Novato, CA (City Manager)
Saratoga, CA (City Manager)
Sparks, NV (City Manager)
Salinas, CA (City Manager)
Pacific Grove, CA (City Manager)
Marin County, CA (County Administrator)
We are also very familiar with the North Bay area, having recently completed the following recruitments in the region:
2025
County of Marin, CA (Assistant County Executive) – current County of Marin, CA (Inspector General) -current
County of Sonoma, CA (County Counsel) - current
County of Marin, CA (County Counsel) – current
Santa Rosa, CA (City Manager) - current
Santa Rosa, CA (Chief Financial Officer)
County of Marin, CA (Public Works Director)
Healdsburg, CA (Assistant City Manager)
Petaluma, CA (Assistant Community Development Director) 2024
City of Novato, CA (City Manager)
County of Sonoma, CA (Chief Deputy Law Enforcement Auditor) San Rafael, CA (Community Development Director)
Petaluma, CA (Director of Water Resources and Utilities) Agenda Item #7.8:
Petaluma, CA (Public Works Director)
Petaluma, CA (Police Chief)
2023
County of Marin, CA (County Executive)
San Rafael, CA (City Manager)
We work as a team on every search at Bob Murray & Associates. Your Project Lead would be Valerie Gaeta Phillips or Gary Phillips who would not only direct and supervise the project team from beginning to end but also serve as the Recruiter for the project.
To learn first-hand about the quality of our services and why the majority of our engagements come from repeat and referred clients, we invite you to contact the references listed on page 14 of the attached proposal.
We look forward to your favorable consideration of our qualifications. Please do not hesitate to contact us at (916) 784-9080 with any questions.
Sincerely,
Valerie Gaeta Phillips
President, Bob Murray & Associates
Agenda Item #7.8:
TABLE OF CONTENTS
THE RECRUITMENT PROCESS ........................................................................2 STEP 1 DEVELOP THE CANDIDATE PROFILE........................................................ 2 STEP 2 DESIGN/DISTRIBUTE BROCHURE AND ADVERTISEMENTS ........................ 3 Reaching Diverse Candidates...................................................................... 4 STEP 3 RECRUIT CANDIDATES ............................................................................ 4 STEP 4 SCREEN CANDIDATES............................................................................. 5 STEP 5 CONDUCT PRELIMINARY INTERVIEWS...................................................... 5 STEP 6 SEARCH PUBLIC RECORDS...................................................................... 5 STEP 7 MAKE RECOMMENDATIONS ................................................................... 5 STEP 8 FACILITATE FINAL INTERVIEWS ................................................................ 6 STEP 9 CONDUCT BACKGROUND AND REFERENCE CHECKS ............................. 6 STEP 10 ASSIST IN NEGOTIATIONS..................................................................... 7 COMPLETE ADMINISTRATIVE ASSISTANCE ................................................7 COSTS AND GUARANTEE ..............................................................................8 PROFESSIONAL FEE AND EXPENSES ................................................................... 8 Optional Services ........................................................................................... 8 GUARANTEE....................................................................................................... 9 RECRUITMENT SCHEDULE .......................................................................... 10 FIRM PROFILE ................................................................................................ 11 REFERENCES ................................................................................................. 14
Agenda Item #7.8:
Bob Murray & Associates Proposal for the City of Sonoma Page 2
THE RECRUITMENT PROCESS
Bob Murray & Associates’ recruiters are specialists in finding positive placements and providing security and fairness to candidates and clients while ensuring the integrity of the search process. Outlined below are the steps in our proven recruitment process, refined through our 34+ years of experience in executive recruiting.
STEP 1 DEVELOP THE CANDIDATE PROFILE
Our understanding of the City of Sonoma’s needs will be key to a successful search.
Valerie Gaeta Phillips or Gary Phillips will meet virtually with the City Council and key stakeholders to learn as much as possible about the ideal candidate for the City Manager position. Key stakeholders often include:
• Council/Board Members – up to five virtual one-on-one meetings with the Recruiter
• Internal Stakeholders (e.g. Department Heads) – up to two virtual group meetings with the Recruiter
• External Stakeholders (e.g. Chamber of Commerce, Community Groups) – one virtual one-on-one or group meeting with the Recruiter
Internal and External Stakeholders
We find that many of our clients value a recruitment process that opens the opportunity for employees, community members, business leaders, and organization representatives to provide input regarding the ideal candidate. Our recruiters are skilled in virtually facilitating group staff meetings, forums for the business community, and/or town hall meetings that provide for equitable involvement from a variety of constituencies.
If the City of Sonoma desires, we will work with the City Council to create a customized virtual community and/or staff input process. Please note: Virtual facilitation of stakeholder meetings is included in the professional fee. On-site Recruiter facilitation is available for an additional fee – please refer to “Costs and Guarantee” on page 7 for pricing information.
Online Stakeholder Surveys
Sometimes clients are seeking input from a wider range of stakeholders—such as community members, business leaders, and organization representatives—online surveys are ideal to solicit input regarding qualities of the ideal candidate. Our experienced recruiters excel at crafting targeted, thoughtful, open-ended questions and can design a customized survey, providing a link for easy sharing on your website.
After closing, your dedicated Recruitment Coordinator will send you the survey Agenda Item #7.8:
Bob Murray & Associates Proposal for the City of Sonoma Page 3 response data for your review and analysis. This proposal includes one Online Survey.
Additional Online Surveys are available under Optional Services (please refer to page 8).
We want to become familiar with the values and culture of the organization, as well as to understand the current and future issues, challenges, and opportunities in the City of Sonoma.
Ms. Gaeta Phillips or Mr. Phillips will review and help define the City’s wish-list regarding the ideal candidate’s personality, management style, knowledge, skills, and abilities and will work with the City to identify expectations regarding education and experience. The City Council and your Recruiter will discuss compensation, benefits, and other key information necessary to ensure that outstanding candidates are attracted to this opportunity. The profile we develop together at this stage will drive subsequent recruitment efforts.
STEP 2 DESIGN/DISTRIBUTE BROCHURE AND ADVERTISEMENTS
Your Recruiter and your dedicated Recruitment Coordinator will use the candidate profile developed with the City of Sonoma to create a professional recruitment brochure, with the assistance of our professional graphic designer. The four-page, fullcolor brochure will describe the community, organization, position, ideal candidate, and compensation and will include pictures provided by the City of Sonoma that you feel best represent your organization and your community.
Upon your approval, your Recruiter will send the brochure by email (and postal mail if desired) to a targeted audience, personally inviting potential candidates to apply for the City Manager position. We will also place the recruitment brochure on our website, which attracts over 11,000 unique hits weekly and is a trusted resource for candidates seeking executive and professional positions. Two sample brochures are included in this proposal package for your reference.
Your Recruiter will also design an effective advertising campaign appropriate for the City Manager recruitment. Our broadest outreach comes through our active social media involvement on LinkedIn as well as our monthly newsletter where upcoming and current positions are featured. Sources such as Western City Magazine, PublicCEO, and the Careers in Government website will be used to reach an extensive local government audience, while position-specific postings will be chosen to attract candidates who have built their careers in and are committed to the City Management field.
Suggested City Manager-specific advertising sources for the City of Sonoma’s search include but are not limited to:
Agenda Item #7.8:
Bob Murray & Associates Proposal for the City of Sonoma Page 3 California City Management Foundation
International City County Management Association
League of Women in Government
National League of Cities
League of California Cities
Bob Murray & Associates does not typically place ads with job aggregators or general job posting sites such as CareerBuilder, Monster, or Indeed, as we have found that the broad reach of these sites does not necessarily lead to quality candidates for executive and professional positions.
Reaching Diverse Candidates
Bob Murray & Associates, a woman- and minority-owned business, is proud of its commitment to attracting and placing diverse candidates. Nearly 50% of our last 100 placements were women; Hispanic placements 25%; African American placements 13%; Asian placements 21%; and Native American placements at 1%. Not only do we place advertisements with websites designed to attract minority and female candidates, but our President, Valerie Phillips, is a member herself of many diversity-focused organizations including the Local Government Hispanic Network, the League of Women in Government, the Professional Women’s Network, Mexican Professionals, and Women Leading Government. She networks frequently with fellow members to gain insight into which potential candidates are leaders in their field.
Your Recruiter will seek to reach candidates in communities and organizations with demographic profiles and populations served like that of the City of Sonoma, to maximize the potential for individuals from a wide variety of backgrounds, cultures, and life experiences to be considered for the City Manager position.
STEP 3 RECRUIT CANDIDATES
The strongest candidates are often those who are successful and content in their current positions and need to be sold on a new opportunity. Our extensive network of contacts, developed through over 2,100 successful placements, is a primary source for identifying and obtaining referrals for these candidates. Our in-house database of 40,000 current and former executive and professional candidates is a valuable resource that can only be built over time—time that we have invested into perfecting our process for finding the right candidates for our clients. Our aggressive outreach efforts are focused on phone calls to personally invite potential applicants, answer questions, and allay any reservations, and these efforts are essential to the success of the City Manager recruitment.
Agenda Item #7.8:
Bob Murray & Associates Proposal for the City of Sonoma Page 4 STEP 4 SCREEN CANDIDATES
Following the closing date for the recruitment, your Recruiter will screen all resumes we have received, using the criteria established in the candidate profile as a basis upon which to narrow the field of candidates. Internal candidates receive sensitive consideration, and your Recruiter will discuss with the City Council how the City of Sonoma wishes to proceed with these candidates.
STEP 5 CONDUCT PRELIMINARY INTERVIEWS
Ms. Gaeta Phillips or Mr. Phillips will personally interview the top 10 to 15 candidates from the resume screening, with the goal of determining which candidates have the greatest potential to succeed in your organization. To reduce travel-related expenses to our clients and increase efficiency in the search process, these interviews are typically conducted via Zoom, Teams, or other convenient videoconferencing applications.
STEP 6 SEARCH PUBLIC RECORDS
Under the direction of your Recruiter, your dedicated Recruitment Coordinator will conduct a review of published print and online articles for each recommended candidate. Sources include Lexis-Nexis™, Google, social media, and our contacts in the field. This will alert your Recruiter to any further detailed inquiries we may need to make before our recommendations are finalized.
STEP 7 MAKE RECOMMENDATIONS
Based on our findings during the preliminary interview process, your Recruiter will meet with the City Council virtually or on site to share the complete applicant list and recommend a limited number of candidates for your further consideration. Your Recruiter will make specific recommendations and will help facilitate discussions regarding the candidate pool, but the final determination of interviewees will be up to you.
We typically recommend 6-8 candidates that we feel best match your expectations and prepare a detailed report on each candidate. This virtual “Recommended Finalist” eBook is provided to each member of the decision-making body and includes:
Candidate list with Recommended Finalists identified in Group 1 and Group 2 (primary and secondary recommendations), as well as Internal candidates Summary of experience and education for each Recommended Finalist candidate
Complete cover letter and resume for each Recommended Finalist candidate List of Other Applicants (those who did not meet minimum qualifications or were otherwise unsuitable, based on our screening process)
Agenda Item #7.8:
Bob Murray & Associates Proposal for the City of Sonoma Page 5 Bob Murray & Associates maintains all search records for a period of seven (7) years following each recruitment, and we are happy to forward cover letters and resumes for each applicant by postal mail or email as soon as the recruitment closes to new applications.
STEP 8 FACILITATE PANEL INTERVIEWS
Our years of experience will be invaluable as we help you develop an interview process that objectively assesses the qualifications of each candidate. We will work with the City of Sonoma to craft and implement an interview approach that fits your needs. This may include panel and/or individual interviews by the City Council; key stakeholders, community/employee interview panels; writing and presentation samples; meet-andgreets; or other specialized process elements your Recruiter helps the City of Sonoma to design.
Ms. Gaeta Phillips or Mr. Phillips will be present on-site during the panel interviews to facilitate as necessary during the process and to guide discussion to consensus regarding final candidates. Bound interview books will be provided for each interview panel member containing:
Recruitment brochure with candidate profile
Interview schedule
Suggested interview questions
Experience summary, cover letter, resume, and rating form for each candidate
Ranking forms for use during the panel interview process We will work closely with your staff to coordinate and schedule interviews. Our goal is to ensure that each candidate has a positive experience, as the way the entire process is conducted will influence the final candidates’ perception of your organization.
STEP 9 CONDUCT BACKGROUND AND REFERENCE CHECKS
Ms. Gaeta Phillips or Mr. Phillips and your Recruitment Coordinator will conduct detailed reference checks for up to two (2) final candidates. To gain an accurate and honest appraisal of the candidates’ strengths and weaknesses, we will talk candidly with people who have direct knowledge of their work and management style. In addition to gaining a 360-degree view of candidates from the perspective of their supervisors, subordinates and peers for the past several years, we will make a point of speaking confidentially to individuals who may have further insight into a candidate’s abilities but who may not be on their preferred list of contacts.
Agenda Item #7.8:
Bob Murray & Associates Proposal for the City of Sonoma Page 6 Your Recruitment Coordinator will work with the two (2) final candidates and our professional backgrounding firm, HireRight, to conduct credit, civil litigation, and motor vehicle record checks and verify candidates’ degrees.
STEP 10 ASSIST IN NEGOTIATIONS
We recognize the critical importance of successful negotiations and can serve as your representative during this process. Ms. Gaeta Phillips and Mr. Phillips know what other organizations have done to put deals together with great candidates and what the current market is like for City Manager positions in organizations like the City of Sonoma’s. Your Recruiter will be available to advise you regarding current approaches to difficult issues, such as housing and relocation. We will represent your interests and advise the chosen candidate and you regarding salary, benefits, and employment agreements, with the goal of putting together a deal that results in the appointment of your chosen candidate. With our proven experience and vested interest in a positive outcome, we can turn a very difficult aspect of the recruitment into one that is straightforward and agreeable for all parties involved.
COMPLETE ADMINISTRATIVE ASSISTANCE
We receive many unsolicited testimonials each year from clients and candidates alike noting our prompt, considerate, accurate, and professional service during the search process. Throughout the recruitment, in time intervals that suit the City of Sonoma, we will provide you with updates on the status of the search and attend to all administrative details on your behalf.
Candidates receive immediate acknowledgement of their applications, as well as personal phone calls and/or emails (as appropriate) advising them of their status at each critical point in the recruitment. Candidates who receive preliminary or final interviews and are not chosen to move forward in the interview process will receive personal calls from your Recruiter on behalf of the City of Sonoma.
It is our internal company standard that all inquiries from clients and candidates receive a response within the same business day whenever possible, and certainly within 24 hours if the inquiry is received during the work week. Your Recruiter will be available to the City of Sonoma by office phone, cell phone, and email at any time to ensure a smooth and stress-free recruitment process.
Agenda Item #7.8:
Bob Murray & Associates Proposal for the City of Sonoma Page 7
COSTS AND GUARANTEE
PROFESSIONAL FEE AND EXPENSES
The all-inclusive professional services fee for conducting the City Manager recruitment on behalf of the City of Sonoma is $29,900. Services provided for in this fee consist of all steps outlined in this proposal, including design and distribution of the recruitment brochure, advertising, marketing and promotion, administrative support, public records research, comprehensive background reporting on the final candidates, postage, technology, and three days of on-site meetings. This proposal is valid for 60 days from the date of the proposal.
Optional Services are listed below and are in addition to the professional services fee.
Expense reimbursement for Consultant travel related to additional on-site meeting days is billed at the actual rate (airfare/mileage, lodging) and is the responsibility of the City of Sonoma.
The professional fee does not limit the amount of time invested by Bob Murray & Associates in promoting a successful outcome for this project. In fact, our mission for this project is to ensure we assist in identifying the right candidate for the City of Sonoma. Therefore, your Recruiter will contact the City at the first anniversary of the placement to confirm an effective transition has occurred.
Optional Services
Additional virtual stakeholder meetings: $250/meeting
Additional on-site meeting days: $1,500/day/Consultant, plus travel expenses Online Surveys: $500/each (includes preparing recommended questions, preparing and sharing the survey link, closing the survey, and sending the survey response data for your review and analysis
Additional background checks: $300/candidate
Additional reference checks: $500/candidate
Additional hires: $9,000/candidate
Agenda Item #7.8:
Bob Murray & Associates Proposal for the City of Sonoma Page 8
GUARANTEE
In the event a candidate recommended by our firm resigns or is terminated within the first 12 months of employment, Bob Murray & Associates will provide the City of Sonoma with professional services to secure a replacement. Services will be provided at no cost, aside from the following reimbursable expenses incurred on the City of Sonoma’s behalf during the new search:
Brochure design and distribution ($695 reprint only, $1,275 edit/reflow/reprint)(if needed)
Advertising actual costs (estimated at $2,975)
Public records search for all new candidates ($500)
Background Checks ($300/candidate)
Reference Checks ($500/candidate)
Consultant travel reimbursement (if travel is needed)
Plus any applicable Optional Services, if desired
In the event that a placement is not made from the initial recruitment, Bob Murray & Associates will provide professional services to conduct one additional recruitment.
Services will be provided at no cost. However, the City of Sonoma will be responsible for the reimbursable expenses as noted above.
We are confident in our ability to recruit outstanding candidates and do not expect the City to find it necessary to exercise this provision of our proposal.
Agenda Item #7.8:
Bob Murray & Associates Proposal for the City of Sonoma Page 9
RECRUITMENT SCHEDULE
We are prepared to start work on this assignment upon receipt of a signed professional services agreement or other written, authorized notification. A full search can be completed in 13-16 weeks from the date of initial meetings with our client.
The final recruitment schedule will be determined in collaboration with City of Sonoma.
A typical timeline of tasks and events is included here for reference.
Agenda Item #7.8:
Bob Murray & Associates Proposal for the City of Sonoma Page 10
FIRM PROFILE
OUR STAFF
Bob Murray & Associates is a small firm focusing exclusively on executive search services. We have a team of seventeen (17):
Bob Murray, Founder
Valerie Gaeta Phillips, President
Gary Phillips, Executive Vice President
Joel Bryden, Vice President
Yasmin Beers, Senior Executive Recruiter
Adele Fresé, Senior Executive Recruiter
Stacy Stevenson, Senior Executive Recruiter
Jon Lewis, Executive Recruiter
Stephanie Dietz, Executive Recruiter
Melanie Richardson, Executive Recruiter
Jeff Mori, Executive Recruiter
Michael Ishii, Executive Recruiter
Ian Schmutzler, Executive Recruiter
Alexandria Huesca, Recruitment and Operations Manager
Kathy Lolas, Senior Recruitment Coordinator
Grace Marshall, Senior Recruitment Coordinator
Steph Souza, Recruitment Coordinator
Please see your lead recruiter’s biography below:
VALERIE GAETA PHILLIPS, PRESIDENT AND RECRUITER
Ms. Gaeta Phillips or Mr. Phillips has over 18 years of recruiting experience, including more than a decade of recent experience in executive search for public, private, and startup companies nationwide. Since joining Bob Murray & Associates, Valerie has completed over 160 searches in a diverse range of fields, including city and general management, planning, finance, human resources, transportation, communication and public relations, community and economic development, information technology, parks and recreation, and operations. She has recruited at all levels of municipal and non-profit organizations, from technicians and engineers to Executive Directors and Chief Executive Officers.
Valerie is valued for her passion for finding and retaining the most outstanding candidates for even the most difficult or untraditional assignments and for her commitment to her clients’ success; she is also active in a variety of industry Agenda Item #7.8:
Bob Murray & Associates Proposal for the City of Sonoma Page 11 organizations and in diversity-focused associations. Valerie is called upon often to serve as an expert speaker on topics such as managing one’s online reputation, diversity issues in municipal and non-profit leadership, and how to identify a positive placement for the organizational culture.
Ms. Gaeta Phillips or Mr. Phillips, along with Executive Vice President Gary Phillips, has a passion for helping people, evidenced by fundraising, sponsorship, and involvement in raising awareness for organizations such as Autism Speaks, the UC Davis M.I.N.D.
Institute, and the Northern California Special Olympics.
GARY PHILLIPS, EXECUTIVE VICE PRESIDENT AND RECRUITER
Since joining Bob Murray & Associates, Mr. Phillips has completed over 125 searches for executives and professionals in a wide variety of fields including animal services, city and general management, planning, legal counsel, cyber security, and human resources. Gary’s clients have ranged from municipal government to non-profit and private sector organizations, and he has sourced outstanding candidates for positions from the level of division managers up to City Managers, Executive Directors, and General Managers.
Gary started his career with a New York-based Fortune 100 company and quickly became a Senior Manager, building and running a large customer service organization that eventually expanded to 13 countries in Europe. He proceeded to hold senior leadership positions in several Fortune 500 companies, with noted successes such as building an organization from two to 250 employees worldwide and growing a company from 800 to 1200 employees.
As part of an executive acquisition and recruiting team, Gary helped build a start-up enterprise software company in San Francisco, recruiting top-notch talent and building a world-class organization. He has maintained customer relationships in the public sector and the private sector, including medical and financial institutions. He prides himself on finding key talent and offering the best customer service to his clients.
Mr. Phillips, along with Ms. Gaeta-Phillips, is involved in his community as a soccer coach, as an organizer of fundraisers for Autism Speaks and the UC Davis M.I.N.D.
Institute, and as a sponsor of the Northern California Special Olympics. Mr. Phillips received his Associate of Science degree and completed additional coursework at Rochester Institute of Technology, NY.
Agenda Item #7.8:
Bob Murray & Associates Proposal for the City of Sonoma Page 12
CORPORATION
Bob Murray & Associates was founded in May 2000 and operated under the corporation name MBN Services, Inc. until June 2014; our new corporation name is GVP Ventures, Inc., incorporated in California in 2014. Contact information for the corporation and the firm is as follows:
GVP Ventures, Inc. OR Bob Murray & Associates
1544 Eureka Road, Ste. 180
Roseville, CA 95661
(916) 784-9080
[email protected]
Our corporation and firm are financially sound (and have been so since 2000), with documentation from our accountant available to your organization prior to final execution of a professional service agreement. We have never been involved in any litigation, aside from our personnel serving as expert witnesses when called to do so.
PROFESSIONAL ASSOCIATIONS
Our firm, represented by either our President or our Executive Vice President, are involved in the following organizations to remain engaged with current and future issues relevant to the work we conduct on behalf of clients like City of Sonoma:
California Special Districts Association
California City Management Foundation (CCMF)
Engaging Local Government Leaders (ELGL)
International City/County Management Association (ICMA) International Network of Asian Public Administrators (I-NAPA) League of California Cities
League of Women in Government
Municipal Management Association of Northern California (MMANC) Municipal Management Association of Southern California (MMASC) National Forum for Black Public Administrators (NFBPA)
Members of our leadership team not only attend events sponsored by these associations but are also frequently called upon to serve as panel members and to provide specialized lectures regarding industry-specific issues. Recent and upcoming speaking engagements and trainings provided by our staff include:
“Role of the Chief” class, annually presented by Jon Lewis on behalf of the California Police Chiefs Association;
MMANC and MMASC annual mock interviews;
Annual League of California Cities Booth; and
Annual League of California Cities City Manager’s Conference (City Manager hosted event).
Agenda Item #7.8:
Bob Murray & Associates Proposal for the City of Sonoma Page 13
REFERENCES
Clients and candidates are the best testament to our ability to conduct quality searches.
Clients for whom Bob Murray & Associates has recently conducted similar searches are listed below:
CLIENT: City of Folsom, CA
POSITION: City Manager
REFERENCE: MS. Allsion Garcia, Human Resources Director (916) 461-6050
CLIENT: City of Salinas, CA
POSITION: City Manager
POSITION: Chief of Police
REFERENCE: Ms. Sonoma Horta-Gallegos, Human Resources Director (831-758-7417)
Ms. Kimbley Craig, Former Mayor
(831) 758-7201
CLIENT: City of Aliso Viejo, CA
POSITION: City Manager
REFERENCE: Councilmember Tiffany Ackley
(949) 425-2510
CLIENT: City of Monterey, CA
POSITION: City Manager
REFERENCE: Mayor Tyller Williamson
(831) 760-5173
We appreciate the City of Sonoma’s consideration of our proposal and look forward to working with you.
Agenda Item #7.8:
City of Sonoma
Agenda Item Summary
Meeting: City Council - 30 Mar 2026
Department
Police
Staff Contact
Brandon Cutting, Police Chief
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute a Three-Year Contract Amendment with Flock Safety for Automated License Plate Reader (ALPR) Products, In An Amount Not to Exceed $50,500 Annually, as Previously Approved in FY 23/24, 24/25, and 25/26 Budget.
Summary
The City of Sonoma has received an agreement amendment from Flock Safety for the continued access to the installed sixteen (16) infrastructure free license plate reader cameras, as presented to the City Council at the May 3, 2023, open meeting, for which reimbursement was approved by the City Council at the August 16th, 2023, open City Council meeting.
Flock Safety is the sole provider of this comprehensive monitoring, processing, and machine vision services that integrate with the Flock Safety Camera. This agreement includes the maintenance of the (16) installed cameras, software access, cloud data storage for 30 days, and Flock Safety Advanced Search software for the data in the cloud storage for an additional three years.
Flock Safety has provided crime-fighting technology (cameras and software) under a service subscription model. Flock Safety’s service is a flat annual fee that include: ALPR camera hardware, hardware maintenance, ALPR software, software updates, unlimited users, 30 days unlimited data storage, LTE connectivity, solar panels, poles, mounting equipment, and monitoring. Flock Safety provides all supplies and equipment under standard operating procedures and complies with all government regulations and workplace safety guidelines.
The amendment contemplates the Police Department using Flock’s system and services for three years until September 9, 2028, with an automatic renewal unless the City delivers a timely notice of non-renewal. If the City chooses not to renew the agreement, Flock Safety will remove the cameras.
Although the Flock contract and amendment are with the City, only the Sonoma Police Department, which is operated under contract by the County Sheriff’s office, will be using this system. The Sonoma Police Department must utilize the database for criminal investigations only (as outlined in Sonoma County Sheriff’s Office Policy 430). The data contained on the cloud server will automatically delete on the 31st day after capture as outlined in the Flock Safety Agreement and Policy 430 (SCSO), which governs the use of the database as well as the rules of access and audit as required under California Civil Code section 1798.90.5 et seq.
If the Council approves the attached resolution, the City Manager will execute the Amended Agreement with Flock Safety for an amount that will not exceed the existing $50,500 current annual billing rate, which shall govern for the next three years. The County Sheriff’s office, which provides the City with police protection services through a master agreement, will perform the obligations which the agreement specifies are the Police Department’s to Agenda Item #9.1:
perform.
Recommended Council Action
Adopt a Resolution Authorizing the City Manager to Execute a Three-Year Contract Amendment with Flock Safety for Automated License Plate Reader (ALPR) Products, In An Amount Not to Exceed $50,500 Annually.
Alternative Actions
Deny request/Require alternative action.
Financial Impact
The total cost to the City for this system is $50,500 annually. The FY 25/26 budget for the Sonoma Police Department was approved to include the annual billing in account 100-42101- 406-60406 over the FY25/26 budget for this purpose.
Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Flock Amendment Resolution
Flock Safety Agreement Amendment
Initial Flock Safety Agreement for Services dated August 17th, 2023 Flock Safety Sole Source Letter
Sonoma County Sheriff’s Office Policy #430- Automated License Plate Readers (ALPR) Alignment with Council Goals:
Agenda Item #9.1:
City of Sonoma
RESOLUTION # _______ - 2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA AUTHORIZING THE CITY MANAGER TO EXECUTE A THREE YEAR AMENDMENT TO THE EXISTING 2023 SERVICE
AGREEMENT WITH FLOCK SAFETY FOR AUTOMATED LICENSE PLATE READERS AND
CLOUD DATA STORAGE
WHEREAS, the Fiscal Year 2025/26 Budget included an appropriation of $50,500 in the Sonoma Police Department budget for the utilization of Automated License Plate Readers (ALPR); and WHEREAS, Flock Safety is a sole source company for the Vehicle Fingerprint Technology, Integrated Cloud-Software & Hardware Platform, Transparency and Ethical Product Design, and Flock OS operating system; and
WHEREAS, the cost of the Flock Safety contract is $50,500 annually; and WHEREAS, Police Chief Cutting has presented to the City Council an amendment to the 2023 agreement with Flock Safety under which Flock Safety will provide its Automated License Plate Readers system to the Police Department and the Police Department will utilize said system in accordance with the terms of the amendment for an additional three-year term; and WHEREAS, the Sonoma Police Department must utilize the Flock Safety system in compliance with State law and Sonoma County Sheriff's Office Policy 430 governing use and retention of automated license plate reader data; and
WHEREAS, the City maintains its Automated License Plate Recognition (ALPR) system in strict accordance with Senate Bill 34 by implementing robust security protocols and expressly prohibiting the disclosure or sharing of collected data with any out-of-state entities or federal government agencies.
WHEREAS, the County of Sonoma provides to the City police protection services through a master agreement entered into between the County of Sonoma and the City of Sonoma, and the City is agreeable to extending the agreement with Flock Safety to allow the Police Department to utilize this system in its provision of police services to the City.
NOW, THEREFORE, BE IT RESOLVED, that based on the facts and representations stated above, the City Council of the City of Sonoma authorizes the City Manager to execute an Amended Service Agreement with Flock Safety, in a not-to-exceed amount of $50,500 annually for three years, for the continued use by the Sonoma Police Department of the Flock Safety ALPR system.
PASSED, RESOLVED, AND ADOPTED, at a Regular Meeting of the City Council of the City of Sonoma on this 30th day of March 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
_________________________________
Ron Wellander, Mayor
ATTEST:
_________________________________
Monique Saviez Burns, CPMC, CMC
Deputy City Clerk
Agenda Item #9.1:
FLOCK GROUP INC.
AMENDMENT
This amendment (the “Amendment”) is made between Flock Group Inc. (“Flock”) and CA - City of Sonoma (“Customer”), collectively referred to as (the “Parties”).
1. Scope. This Amendment supersedes and amends the previously executed agreement between the Parties, dated 08/17/2023, relating to the provision of services by Flock to Customer and any schedules attached thereto or incorporated therein by reference (the “Agreement”). The remainder of the Agreement shall remain in full force and effect.
2. Conflict. In the event of a conflict between this Amendment and the Agreement or any previous amendment, the terms of this Amendment will prevail.
3. Capitalization. Any capitalized terms used in this Amendment will have the same meaning as in the Agreement, unless expressly defined otherwise.
4. Effective Date. This Amendment will become effective when executed by both Parties (the “Effective Date”).
The Agreement is amended as follows: The Renewal Term is modified from twenty-four (24) months to thirty-six (36) months.
The Renewal Term dates shall be 09/10/2025 - 09/09/2028.
By executing this Amendment, Customer represents and warrants that it has read and agrees to all of the terms contained herein.
FLOCK GROUP INC. CA - City of Sonoma
By:
\FSSignature2\
By:
\FSSignature1\
Name:
\FSFullname2\
Name:
\FSFullname1\
Title:
\FSTitle2\
Title:
\FSTitle1\
Date:
\FSDateSigned2\
Date:
\FSDateSigned1\
Agenda Item #9.1:
316277.v1
Flock Safety + Sonoma PD
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:
Kyle Egkan
[email protected]
7144690389
DocuSign Envelope ID: FC4664FF-43D3-413D-A448-BC76D7EEAA20 Agenda Item #9.1:
316277.v1
EXHIBIT A
ORDER FORM
Customer: Sonoma PD Initial Term: 24 Months
Legal Entity Name: Sonoma PD Renewal Term: 24 Months
Accounts Payable Email: [email protected] Payment Terms: Net 30 Address: 175 1st St W Sonoma, California 95476 Billing Frequency: Annual Plan - First Year Invoiced at Signing.
Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $50,500.00
Flock Safety Flock OS
FlockOS ™ Included 1 Included
Flock Safety LPR Products
Flock Safety Falcon ® Included 16 Included
Flock Safety FlockOS Add Ons
Flock Safety Advanced Search $2,500.00 1 $2,500.00
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Flock Safety Professional Services
Professional Services - Standard Implementation Fee $650.00 8 $5,200.00 Professional Services - Existing Infrastructure
Implementation Fee $150.00 8 $1,200.00
Subtotal Year 1: $56,900.00
Annual Recurring Subtotal: $50,500.00
Estimated Tax: $0.00
Contract Total: $107,400.00
Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
DocuSign Envelope ID: FC4664FF-43D3-413D-A448-BC76D7EEAA20 Agenda Item #9.1:
relate
316277.v1
Billing Schedule
Billing Schedule Amount (USD)
Year 1
At Contract Signing $56,900.00
Annual Recurring after Year 1 $50,500.00
Contract Total $107,400.00
*Tax not included
DocuSign Envelope ID: FC4664FF-43D3-413D-A448-BC76D7EEAA20 Agenda Item #9.1:
relate
316277.v1
Product and Services Description
Flock Safety Platform Items Product Description Terms
Flock Safety Falcon ®
An infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint® technology to capture vehicular attributes.
The Term shall commence upon first installation and validation of Flock Hardware.
One-Time Fees Service Description
Installation on existing
infrastructure
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.
Professional Services - Standard
Implementation Fee
One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.
Professional Services -
Advanced Implementation Fee
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.
DocuSign Envelope ID: FC4664FF-43D3-413D-A448-BC76D7EEAA20 Agenda Item #9.1:
relate
316277.v1
By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the terms and conditions contained in the Master Services Agreement attached. The Parties have executed this Agreement as of the dates set forth below.
FLOCK GROUP, INC. Customer: City of Sonoma
By:
\FSSignature2\
By:
\FSSignature1\
Name:
\FSFullname2\
Name:
\FSFullname1\
Title:
\FSTitle2\
Title:
\FSTitle1\
Date:
\FSDateSigned2\
Date:
\FSDateSigned1\
PO Number:
DocuSign Envelope ID: FC4664FF-43D3-413D-A448-BC76D7EEAA20 8/17/2023
Chief of Police
Brandon Cutting
General Counsel
Mark Smith
8/17/2023
Agenda Item #9.1:
relate
316277.v1
Master Services Agreement
This Master Services Agreement (this “Agreement”) is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 (“Flock”) and the entity identified in the signature block (“Customer”) (each a “Party,” and together, the “Parties”) on this the 23 day of June 2023. This Agreement is effective on the date of mutual execution (“Effective Date”). Parties will sign an Order Form (“Order Form”) which will describe the Flock Services to be performed and the period for performance, attached hereto as Exhibit A. The Parties agree as follows:
RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution through Flock’s technology platform that upon detection is capable of capturing audio, video, image, and recording data and provide notifications to Customer (“Notifications”); WHEREAS, Customer desires access to the Flock Services (defined below) on existing devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, via the Flock Services; WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to Flock’s standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices; and
WHEREAS, Flock desires to provide Customer the Flock Services and any access thereto, subject to the terms and conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide investigations and evidence gathering for law enforcement purposes, (“Permitted Purpose”).
DocuSign Envelope ID: FC4664FF-43D3-413D-A448-BC76D7EEAA20 Agenda Item #9.1:
relate
316277.v1
AGREEMENT
NOW, THEREFORE, Flock and Customer agree that this Agreement, and any Order Form, purchase orders, statements of work, product addenda, or the like, attached hereto as exhibits and incorporated by reference, constitute the complete and exclusive statement of the Agreement of the Parties with respect to the subject matter of this Agreement, and replace and supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written communications and negotiations by and between the Parties.
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or crossreferenced in this Section 1.
1.1 “Anonymized Data” means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly.
1.2 “Authorized End User(s)” means any individual employees, agents, or contractors of Customer authorized by Customer to access or use the Services, under the rights granted to Customer pursuant to this Agreement.
1.3 “Customer Data” means the data, media and content provided by Customer through the Services. For the avoidance of doubt, the Customer Data will include the Footage.
1.4. “Customer Hardware” means the third-party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.
1.5 “Embedded Software” means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware.
1.6 “Flock Hardware” means the Flock device(s), which may include the pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded DocuSign Envelope ID: FC4664FF-43D3-413D-A448-BC76D7EEAA20 Agenda Item #9.1:
relate
316277.v1
Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable product addenda.
1.7 “Flock IP” means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below).
1.8 “Flock Network End User(s)” means any user of the Flock Services that Customer authorizes access to or receives data from, pursuant to the licenses granted herein.
1.9 “Flock Services” means the provision of Flock’s software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.
1.10 “Footage” means still images, video, audio and other data captured by the Flock Hardware or Customer Hardware provided via the Flock Services.
1.11 “Hotlist(s)” means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes.
Hotlist also includes, but is not limited to, national data (i.e., NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction.
1.12 “Installation Services” means the services provided by Flock for installation of Flock Services.
1.13 “Retention Period” means the time period that the Customer Data is stored within the cloud storage, as specified in the product addenda.
1.14 “Vehicle Fingerprint™” means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks.
1.15 “Web Interface” means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services.
DocuSign Envelope ID: FC4664FF-43D3-413D-A448-BC76D7EEAA20 Agenda Item #9.1:
relate
316277.v1
2. SERVICES AND SUPPORT
2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End Users to access and download via the Web Interface for the data retention time defined on the Order Form (“Retention Period”). Authorized End Users will be required to sign up with the Customer and be approved by the Customer for an account and select a password and username (“User ID”).
Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, including any acts or omissions of authorized End user which would constitute a breach of this agreement if undertaken by customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage).
2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, nontransferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the Flock Services.
2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within seventy-two (72) hours. Flock will provide Customer with reasonable technical and on-site support and maintenance services in-person, via phone or by email at [email protected] (such services collectively referred to as “Support Services”).
2.4 Upgrades to Platform. Flock may make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock’s products or services to its agencies;the competitive strength of, or market for, Flock’s products or services;such platform or system’s cost efficiency or performance, or (ii) comply with applicable law. Parties understand that such upgrades are necessary from time to time and Flock represents DocuSign Envelope ID: FC4664FF-43D3-413D-A448-BC76D7EEAA20 Agenda Item #9.1:
relate
316277.v1
and warrants that the upgrades will not diminish the quality of the services or materially change any terms or conditions within this Agreement.
2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Flock reasonably believes Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance is required (“Service Interruption”). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Customer’s direct actions or by the actions of parties associated with the Customer, the Term will be extended by the duration of the Service Interruption (for any continuous suspension lasting at least one full day). For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of the Term.
2.6 Service Suspension. Flock may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Customer has violated any term of this Agreement, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Customer’s account (“Service Suspension”). Customer shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be extended by the duration of the Service Suspension.
2.7 Hazardous Conditions. Flock is providing the Services hereunder on the assumption that in doing so it will not encounter, unearth, disturb, handle or dispose of hazardous materials, or other DocuSign Envelope ID: FC4664FF-43D3-413D-A448-BC76D7EEAA20 Agenda Item #9.1:
relate
316277.v1
hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately. Flock warrants and represents that in providing its Services to Customer hereunder, Flock’s Hardware and all instruments and means by which Flock performs its Service shall not include and shall be free of all hazardous materials as described above.
3. CUSTOMER OBLIGATIONS
3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in this Agreement, Customer shall not designate Authorized End Users for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use Customer-issued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock with up to date contact information at all times during the Term of this agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services. Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock to perform Services (such obligations of Customer are collectively defined as “Customer Obligations”).
3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content.
4. DATA USE AND LICENSING
DocuSign Envelope ID: FC4664FF-43D3-413D-A448-BC76D7EEAA20 Agenda Item #9.1:
relate
316277.v1
4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data and perform all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not own and shall not sell or transmit to any person or entity Customer Data.
4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Customer (“Customer Generated Data”). Customer shall retain as its sole property whatever legally cognizable right, title, and interest it may have in Customer Generated Data. Customer understands and acknowledges that Flock has no obligation to monitor or enforce Customer’s intellectual property rights of Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide, royalty-free, license to use the Customer Generated Data for the purpose of providing Flock Services. Flock does not own and without Customer’s written consent shall not sell or transmit to any person or entity Customer Generated Data.
4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer Generated Data to the extent such anonymization renders the data nonidentifiable to create Anonymized Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell or transmit to any person or entity Anonymized Data except as provided in this Section 4.3.
5. CONFIDENTIALITY; DISCLOSURES
5.1 Confidentiality. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information to the Receiving Party relating to the Disclosing Party’s business (hereinafter referred to as DocuSign Envelope ID: FC4664FF-43D3-413D-A448-BC76D7EEAA20 Agenda Item #9.1:
relate
316277.v1
“Proprietary Information” of the Disclosing Party). Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services.
Proprietary Information of Customer includes non-public data provided by Customer to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.
5.1.1 Third Party Requests for Proprietary Information. The Parties acknowledge that Customer is a California public agency subject to the California Public Records Act (“Act”) under which Act Customer, upon request, is required to divulge certain records in Customer’s possession or under its control to third parties. Flock understands and agrees that Customer may be required to divulge Flock’s Proprietary Information pursuant to this Act. In the event that Customer receives a request under the Act which requests disclosure of Flock’s Proprietary Information in the possession of the Customer, the Customer shall promptly provide a copy of said request to Flock and confer with Flock as to whether the requested records should be disclosed. If Flock determines that certain records should not be disclosed and Customer concurs in Flock’s determination, Flock shall indemnify and defend (with counsel reasonably acceptable to the Customer) the Customer from any and all damages, expenses, costs, fees (including attorney’s fees incurred by the Customer and/or awarded against the Customer), claims and liabilities of any sort arising out of the Customer’s refusal to disclose the requested records. If Customer disagrees with Flock’s determination that the requested records should be withheld, Customer will promptly notify Flock, in writing, of Customer’s disagreement and within 10 business days of Flock’s receipt of said written disagreement, Flock shall have the option of filing suit to seek a determination from the Sonoma County Superior Court as to whether the requested records are DocuSign Envelope ID: FC4664FF-43D3-413D-A448-BC76D7EEAA20 Agenda Item #9.1:
relate
316277.v1
subject to disclosure under the Act. If Flock fails to so timely file such suit, it shall be conclusively presumed that Flock consents to such disclosure, and Customer will disclose the requested records to the requester in accordance with the Act. If Flock timely files such suit and obtains an order temporarily barring the Customer from disclosing the requested records, Customer will comply with the court order, but if no such order is obtained pending the outcome of the lawsuit, Customer will disclose the records to the requester.
Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.
5.1.2 Termination Obligations. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations of the Parties with respect to Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret.
5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement.
Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion. Customer and Authorized End Users shall not: (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise DocuSign Envelope ID: FC4664FF-43D3-413D-A448-BC76D7EEAA20 Agenda Item #9.1: