Sonoma City Council
October 7, 2026

City Council:

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

REGULAR MEETING AGENDA

OF THE SONOMA CITY COUNCIL
City Council Chambers, 177 First Street West
Wednesday, October 7, 2026
https://us06web.zoom.us/j/84876986131
6:00 PM Regular Meeting

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

If a technical issue arises with Zoom video or the listening phone dial-in option, the City Council meeting will continue unless a Council Member is participating remotely pursuant to the provisions of Government Code Section 54953.8.3.

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

In the event a Council Member participates remotely for just cause Government Code Section 54953.8.3, the City will allow for public comment through the Zoom link.

In accordance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (707) 933-2216. Notification 2 business days before the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. For additional information, visit the City's website at https://www.sonomacity.org/reasonable-accommodation-requests/.

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

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

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

Page

REGULAR MEETING

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

REPORT ON CLOSED SESSION

APPROVAL OF THE AGENDA

1. COMMENTS FROM THE PUBLIC
At this time members of the public may address the Council on matters not listed on this agenda, but which are within the subject matter jurisdiction of the Council. This public comment period will be limited to ten speakers. Each speaker will be allowed up to two minutes. If there are members who have requested ADA accommodation to speak via ZOOM, these speakers will be allowed to speak immediately following the initial ten speakers during the first public comment period. Speakers who do not have an opportunity to speak during the first public comment section will be allowed to make their comments during the later public comment period, Agenda Item 10, provided there were more than 10 people in the first public comment section. When the Mayor announces these agenda items, please form a line to speak.

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

2. MEETING DEDICATIONS

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

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

4. CITY MANAGER COMMENTS AND ANNOUNCEMENTS

5. CITY ATTORNEY COMMENTS

6. PRESENTATIONS

6.1: Proclamation Designating October as Domestic Violence Awareness Month in the City of Sonoma

6.2: Proclamation Designating October 18-24, 2026, as United Against Hate Week in the City of Sonoma

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

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

7.2: Receive Minutes from the Regular Meeting of September 16, 2026 (Rebekah Barr, MMC, City Clerk)
RECOMMENDATION: Receive the minutes.
6 - 9

09.16.2026 Regular Meeting Minutes

7.3: Adopt a Resolution Amending the Salary Schedule to Align the Parks and Recreation Director with the City's Uniform Department Head Salary Range (Cristine Alilovich, City Manager)
RECOMMENDATION: Adopt the resolution.

Agenda Report - Salary Adjustment - Parks and Recreation Director - Pdf 10 - 14

7.4: Adopt a Resolution Authorizing the City Manager to Execute a Three-Year Contract with Websoft Developers for Mobile Maintenance Management Solution Asset Management Software Subscription (Ashley Cotter, PW Admin & Project Manager)
RECOMMENDATION: Adopt the resolution.

Agenda Report - Mobile MMS Asset Management Contract - Pdf 15 - 22

7.5: Adopt an Ordinance Amending Sonoma Municipal Code Chapter 19.45 Accessory Dwelling Units in Compliance with California State Law and Finding the Ordinance Exempt from the California Environmental Act (CEQA) Pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15282(H) and Public Resources Code 21080.17 (Diane Levine, Associate Planner) RECOMMENDATION: Adopt the ordinance.

Agenda Report - ADU Ordinance Update - Pdf
23 - 40

7.6: Adopt an Ordinance Repealing and Replacing SMC Chapter 19.51 Public Art Program and adding Chapter 3.45 Public Art Fund to the Sonoma Municipal Code and Finding the Ordinance Exempt from the California Environmental Act (CEQA) Pursuant to Section 15061(b)(3) - General Rule - of the CEQA Guidelines (Dave Jahns, Parks & Recreation Director and Jennifer Gates, Community Development Director)
RECOMMENDATION: Adopt the ordinance.

Agenda Report - Adoption Ordinance Art In Lieu Fee - Pdf 41 - 50

7.7: Adopt a Resolution Authorizing the City Manager to Execute a Professional Services Agreement with Hinderliter, de Llamas & Associates (HdL) for Business License, Short-Term Rental and Transient Occupancy Tax Services for a two-year term, not to exceed $143,500 (Ryan Kodama, Accounting Manager)
RECOMMENDATION: Adopt the resolution.

Agenda Report - PSA - Hinderliter, de Llamas & Associates (HdL) - Pdf 51 - 122

7.8: Adopt a Resolution Approving the First Amendment to the Amended and Restated Joint Exercise of Powers Agreement for the Sonoma County Waste Management Agency and the First Amendment to the Central Disposal Site and Former Landfills Settlement Agreement, and Authorizing Execution of the Amendments (Jennifer Gates, AICP, Community Development Director) RECOMMENDATION: Adopt the resolution.

Agenda Report - Zero Waste Sonoma Household Hazardous Waste Facility Financing Amendments - Pdf
123 - 170

7.9: Adopt a Resolution Authorizing the City Manager to Execute a Contract with Vista Landscape to Complete a Plaza Park Landscaping Improvement Project Proposed and Funded by the Valley of the Moon Garden Club, Subject to all Applicable City Contracting, Funding, Insurance, and Other Requirements (Dave Jahns, Parks & Recreation Director)
RECOMMENDATION: Adopt the resolution.
171 - 208

Agenda Report - Valley of the Moon Garden Club Landscaping Proposal - Pdf

8. PUBLIC HEARING

8.1: Public Hearing to Consider Adoption of an Ordinance Repealing Sonoma Municipal Code Title 18 Signs and Display Advertising, Adding a new Chapter

19.47 Signs, and Amending Sections of the Municipal Code to Modify the New Sign Code References and Finding the Ordinance Exempt from the California Environmental Act (CEQA) Pursuant to Section 15061(b)(3) - General Rule - of the CEQA Guidelines (Jacob Dunn, Associate Planner)
RECOMMENDATION: Conduct the Public Hearing an introduce the ordinance repealing Sonoma Municipal Code Title 18 Signs and Display Advertising, adding a new Chapter 19.47 Signs, and amending sections of the Municipal Code to modify the new sign code references and finding the Ordinance exempt from the California Environmental Act (CEQA) Pursuant to Section 15061(b)(3) - General Rule - of the CEQA Guidelines.

Agenda Report - Sign Ordinance Update - Pdf
209 - 307

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

9.1: Consideration of a Notice of Funding Availability (NOFA) for up to $1,250,000 in Local Affordable Housing Funds, Including Approval of Program Guidelines, Selection Criteria, and a Proposed Timeline (Jennifer Gates, AICP, Community Development Director)
RECOMMENDATION: Move to authorize the release of a Notice of Funding Availability for up to $1,250,000 from the City’s Affordable Housing Trust Fund to support the new construction, acquisition, rehabilitation, or preservation of affordable housing within the City of Sonoma and authorize the City Manager or designee to publish the NOFA consistent with staff’s recommendation in consultation with the City Attorney and finding that action exempt from CEQA.

Agenda Report - Affordable Housing NOFA - Pdf
308 - 316

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

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

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

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

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

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

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

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

NOTE: Portions of this document may have been drafted with support from AI-based tools, consistent with City of Sonoma policy on use of artificial intelligence. All information represented in this document has been reviewed by City of Sonoma staff.

City Council:

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

REGULAR MEETING MINUTES

OF THE SONOMA CITY COUNCIL
City Council Chambers, 177 First Street West
Wednesday, September 16, 2026
6:00 PM Regular Meeting

REGULAR MEETING

CONVENE, CALL TO ORDER & PLEDGE OF ALLEGIANCE
Mayor Wellander called the meeting to order at 6:07PM.

ROLL CALL:

PRESENT: Mayor Wellander, Vice Mayor Lowe, Council Member Farrar-Rivas, Council Member Gurney, and Council Member Ding

CLOSED SESSION
Mayor Wellander noted that there was no reportable action from Closed Session.

APPROVAL OF THE AGENDA
Motion by Vice Mayor Lowe, seconded by Council Member Farrar-Rivas, to approve the agenda as presented. Motion carried unanimously.

1. COMMENTS FROM THE PUBLIC
Jack Callan, George Barich, and Michael Ceremello provide public comment.

2. MEETING DEDICATIONS
Mayor Wellander dedicated the meeting to John Francis Avila.

3. COUNCILMEMBERS’ REPORTS AND COMMENTS
Vice Mayor Lowe gave an update regarding the SMART Train & 40X Bus trip that took place and the work she has been doing on securing a seat on the SMART Train Board.

Council Member Gurney gave an update from the Library Advisory Committee meeting. He also commended the City Staff for the care of the Cemetery and some pocket parks in the City.

Council Member Farrar-Rivas also participated in the SMART Train & 40X Bus trip. She also gave an update on the Sebastiani Theater renovation project that is taking place.

Council Member Ding spoke about the SMART Train & 40X Bus trip. He also attended a League of California Cities meeting on the topic United Against Hate and noted that United Against Hate Week would be October 18 to October 24, 2026.

Mayor Wellander also spoke regarding the SMART Train & 40X Bus and provided some statistics regarding ridership of the train. He gave an update regarding the 9/11 memorial dedication. Mayor Wellander attended an event at Sebastiani Theater to view a movie titled, “Free for All”, regarding the role of librarians and libraries have played in history. He visited Senator Adam Schiff’s Office and spoke regarding future grants and earmarks. He announced the Candidate Forum that the Sonoma Chamber of Commerce would take place on September 29th.

4. CITY MANAGER COMMENTS AND ANNOUNCEMENTS
Agenda Item #7.2:

City Manager Alilovich gave updates regarding many events and projects that are happening in the City, including the installation of the Peter Hassen sculpture installation that would take place on the Plaza.

Chief Cutting provided an update regarding the man who was injured on the Plaza and the investigation that has taken place to date. He also gave an update regarding how FLOCK is being used and managed in the City of Sonoma.

5. CITY ATTORNEY COMMENTS
City Attorney Ruderman had no comments.

6. PRESENTATIONS

6.1: Proclamation Designating September as Childhood Cancer Awareness Month in the City of Sonoma
Kshetra Vigiri spoke via ZOOM and received the proclamation virtually.

6.2: Proclamation in Honor of the Sonoma Valley Woman's Club on the Occasion of the 125th Anniversary
Representatives from the Sonoma Valley Woman’s Club received the proclamation.

7. CONSENT CALENDAR – CITY COUNCIL
Motion by Council Member Farrar-Rivas, seconded by Council Member Ding, to approve the Consent Calendar as presented, with item 7.6 being pulled for separate discussion. Motion carried unanimously.

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

7.2: Receive Minutes from the Special Meetings of July 15, 2026, July 20, 2026, August 5, 2026, August 12, 2026, and August 19, 2026, and Regular Meetings of July 15, 2026, August 5, 2026, and August 19, 2026 (Rebekah Barr, MMC, City Clerk)
Action: The Minutes were received.

7.3: Accept the Expenditure Report for the Month of August 2026 (Ryan Kodama, Accounting Manager) Action: The Expenditure Report was accepted.

7.4: Adopt a Resolution Amending the City of Sonoma Conflict of Interest Code (Rebekah Barr, MMC, City Clerk)
Action: Adopted as Resolution #61-2026.

7.5: Adopt a Resolution Approving the Use of City Streets for the Sonoma Valley High School Homecoming Parade on October 9, 2026, and Permission to Up-Light City Hall from October 5, 2026, through October 11, 2026, with Green Flood Lights (Lisa Janson, Senior Management Analyst) Action: Adopted as Resolution #62-2026.

7.6: Adopt a Resolution of the City Council of the City of Sonoma Adopting Volume 1, Volume 2 - Section 10 (The City Of Sonoma Annex), and the Appendices of Volume 2, of the Sonoma County Multijurisdictional Hazard Mitigation Plan (Michael Berger, Public Works Director) Action: Pulled for separate consideration; Adopted as Resolution #64-2026.

Motion by Vice Mayor Lowe, seconded by Council Member Ding, to approve Item 7.6. Motion carried unanimously.

7.7: Adopt a Resolution Approving a Parcel Map (UA-26-3) to Subdivide a 21,633 Square Foot Parcel into Two Parcels (Parcel 1 – 13,489 square feet, Parcel 2 – 8,144 square feet) and Accept the Public Utility Easement at 1101 Broadway (APN 128-181-012), Including Action to Approve a Agenda Item #7.2:

Categorical Exemption Pursuant to Section 15315 of the State California Environmental Quality Act (CEQA) Guidelines (Class 15 – Minor Land Divisions). (Jennifer Gates, AICP, Community Development Director & Jacob Dunn, Associate Planner)
Action: Adopted as Resolution #63-2026.

Mayor Wellander called for recess at 7:33pm; reconvened at 7:42pm.

8. PUBLIC HEARING

8.1: Continued Public Hearing to Introduce an Ordinance Repealing and Replacing SMC Chapter

19.51 Public Art Program and Adding Chapter 3.45 Public Art Fund to the Sonoma Municipal Code and Finding the Ordinance Exempt from the California Environmental Quality Act (CEQA) Pursuant to Section 15061(b)(3) - General Rule - of the CEQA Guidelines. (Dave Jahns, Parks and Recreation Director)
Action: Public Hearing was conducted and the Ordinance was introduced.

Public Comment: Deb Emerson, Connie Schlelein, Amy Harrington, Linda Aquiring, and Linda Keaton.

Motion by Vice Mayor Lowe, seconded by Council Member Farrar-Rivas, to introduce the Ordinance with the reversion back to the original ordinance including a $250,000 minimum project valuation and multifamily housing (5 or more units) and to maintain the $25,000 cap on the annual City allocation from the general fund. Motion carried unanimously.

8.2: Discussion, Consideration, and Possible Introduction of an Ordinance Amending Sonoma Municipal Code Chapter 19.45 Accessory Dwelling Units in Compliance with California State Law and Finding the Ordinance Exempt from the California Environmental Quality Act (CEQA), Pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15282(H) and Public Resources Code 21080.17. (Jennifer Gates, AICP, Community Development Director & Diane Levine, Associate Planner)
Action: Public Hearing was conducted and the Ordinance was introduced.

Motion by Vice Mayor Lowe, seconded by Council Member Farrar-Rivas, to introduce the Ordinance. Motion carried unanimously.

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

9.1: Adopt a Resolution Adopting a Reasonable Accommodations Policy for Brown Act Meetings (David Ruderman, City Attorney & Rebekah Barr, MMC, City Clerk) Action: Adopted as Resolution #65-2026.

Public Comment: Michael Ceremello
Motion by Council Member Gurney, seconded by Council Member Ding, to Adopt the Resolution Adopting a Reasonable Accommodations Policy for Brown Act Meetings. Motion carried unanimously.

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

REMAIN)
Laurie Alderman spoke virtually through ZOOM.

11. ADJOURN TO CLOSED SESSION

11.1: PUBLIC EMPLOYEE PERFORMANCE EVALUATION – Pursuant to Government Code § 54957 Title: City Manager
Agenda Item #7.2:

This item was tabled until a later date.

12. ADJOURNMENT
Mayor Wellander adjourned the meeting at 9:38pm.

Agenda Item #7.2:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 07 Oct 2026
Department
Administration
Staff Contact
Cristine Alilovich, City Manager
Agenda Item Title
Adopt a Resolution Amending the Salary Schedule to Align the Parks and Recreation Director with the City's Uniform Department Head Salary Range
Summary
Staff recommends that the City establish a department-head compensation structure intended to recognize the comparable executive-level responsibilities and organizational accountability carried by department heads in a small municipal organization. The Parks and Recreation Director is the remaining department-head classification that is not yet aligned with that common salary range. Staff recommends adjusting the classification so that all City department heads are assigned the same salary range.

The Parks and Recreation Director leads a broad municipal portfolio that includes parks, three municipal cemeteries, the Parks & Recreation Long Range Plan, park capital improvements and Measure M-funded projects, special events and community services, public art and community partnerships, and high-profile agreements and initiatives involving public facilities and cultural programming, such as Transcendence. The position is a member of the City’s executive leadership team and, like the City’s other department heads, is responsible for providing strategic advice, addressing complex public-facing issues, coordinating across departments, managing public resources, and implementing City Council priorities.

The recommended adjustment is intended to align department-head compensation by placing the Parks and Recreation Director on the same salary range as the City’s other department heads. Approval of this action will result in all City department heads being assigned the same salary range of $15,435 to $18,761 per month. This creates a clear and consistent executive compensation structure across departments rather than maintaining different salary ranges for positions operating at the same organizational level.

This recommendation is based on internal equity and organizational design. In a small municipal organization with limited management layers, each department head serves as a working executive: reporting to the City Manager, leading a major municipal function, exercising substantial independent judgment, managing public resources and organizational risk, working directly with the community, and sharing responsibility for citywide results. Establishing one salary range for all department heads recognizes that common level of executive accountability even though the size, staffing, technical duties, and market conditions of individual departments differ.

Recommended Council Action
Adopt the resolution amending the City’s salary schedule to establish a monthly salary range of $15,435 to $18,761 for the Parks and Recreation Director classification, thereby aligning the classification with the same salary range applicable to all City department heads.

Agenda Item #7.3:

Alternative Actions
The City Council may approve a different salary range; direct staff to return with additional classification or compensation analysis; or take no action, leaving the existing Parks and Recreation Director salary range in place.

Financial Impact
The proposed monthly salary range would increase from $13,496-$16,404 to $15,435-$18,761, an increase of $1,939 to $2,357 per month. The adjustment of the range does not, by itself, establish the incumbent’s exact salary; the actual cost will depend on salary placement within the approved range.

Because the adjustment would be implemented after the start of FY 2026-27, the current fiscal year cost will be less than the full annualized amount. Staff anticipates absorbing the FY 2026- 27 cost within existing personnel salary savings. No immediate budget appropriation is requested. Finance will evaluate actual personnel expenditures and available salary savings as part of the mid-year budget review and, if necessary, return to the City Council with an appropriation request at that time.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Parks and Rec Director Salary Adjustment Resolution
Parks and Rec Director Salary Schedule - Exhibit A
Agenda Item #7.3:

City of Sonoma
RESOLUTION #________-2026

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA AMENDING THE SALARY SCHEDULE TO ALIGN THE PARKS AND RECREATION DIRECTOR WITH THE CITY’S UNIFORM

DEPARTMENT HEAD SALARY RANGE
WHEREAS, the City of Sonoma maintains an executive leadership structure in which department heads report to the City Manager and are responsible for leading major municipal functions, managing public resources, providing strategic advice, addressing complex public-facing issues, coordinating across departments, and implementing City Council priorities; and WHEREAS, the Parks and Recreation Director leads a broad municipal portfolio that includes City parks, three municipal cemeteries, the Parks & Recreation Long Range Plan, park capital improvements and Measure M-funded projects, special events and community services, public art and community partnerships, and significant agreements and initiatives involving public facilities and cultural programming, including Transcendence; and
WHEREAS, the Parks and Recreation Director responsibilities are consistent with the City's other department heads, providing strategic advice to the City Manager and City Council, sharing responsibility for achieving citywide goals and implementing City Council priorities; and WHEREAS, the City Council recognizes the importance of maintaining an equitable and consistent executive compensation structure that reflects the organizational level and scope of responsibility of the City's department heads; and
WHEREAS, the City Council desires to align the Parks and Recreation Director's salary range with that of the City's other department heads; and
WHEREAS, the salary adjustment of $1,940-$2,356 per month was not included in the FY26/27 budget.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Sonoma hereby approves an adjusted salary range for the Parks and Recreation Director position of $15,435- $18,761 per month to be added to the FY 2026/27 City of Sonoma Salary Schedule as shown in Exhibit A, the cost of which will be reflected in the FY 2026/27 mid-year budget amendment process.

PASSED, APPROVED AND ADOPTED, by the City Council of the City of Sonoma at its regular meeting held on October 7, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________________
Ron Wellander, Mayor
ATTEST:
_________________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.3:

Agenda Item #7.3:

Annual

EXHIBIT A - SALARY SCHEDULE A B C D E
Parks and Recreation Director 185,220 194,484 204,204 214,416 225,132 Monthly

A B C D E
15,435 16,207 17,017 17,868 18,761
Agenda Item #7.3:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 07 Oct 2026
Department
Public Works
Staff Contact
Ashley Cotter, PW Admin & Project Manager
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute a Three-Year Contract with Websoft Developers for Mobile Maintenance Management Solution Asset Management Software Subscription
Summary
The City of Sonoma Public Works Department has been using Websoft Developer's Mobile Maintenance Management Solution (Mobile MMS) as the as the City's computerized maintenance management system (CMMS) since 2021. The previous agreement with Websoft Developers for the Mobile MMS software was for a three-year term, and expired in 2024, with the service continuing under one-year renewals if out of contract since. This updated agreement is for another three-year term and reflects full-service support and assistance with implementation. The Public Works Department has worked with Websoft Developers in previous years to start implementation of Mobile MMS, and that work will continue with this updated agreement. The Public Works Department utilizes this system to track water leaks, water facilities inspections, utility locates, sidewalk irregularities, bridge inspections, and fleet information. Operations staff is continuing to work with Websoft Developers to incorporate additional activities such as playground inspections, maintenance schedules, and parts inventories into Mobile MMS, with an ultimate goal of utilizing Mobile MMS for most facets of City operations.

CMMS platforms are utilized to manage and track work orders, optimize inventory, as well as providing critical data centralization and organizational framework. Additionally, CMMS platforms eliminate paperwork and introduce workflow efficiencies. Asset management is a key strategy that results in modernizing practices and accurately tracking maintenance history/asset lifecycles. CMMS platforms create efficiency for preventative maintenance and work order activities leading to more streamlined operations.

Before moving forward with this agreement, the Public Works Department met with several other asset management companies and received quotes for implementation and software licensing. The cost of moving forward with a new company would be significantly higher than what is currently budgeted for Mobile MMS and is not recommended.

The cost of the software is included in the Operational Budgets. The annual cost is split equally between Parks, Administration/Stormwater, Streets, and Water Enterprise budgets. This cost will continue to be included in the operational budgets during budget creation and adoption.

Recommended Council Action
Adopt a Resolution Authorizing the City Manager to Execute a Three-Year Contract with Websoft Developers for Mobile Maintenance Management Solution Asset Management Software Subscription.

Agenda Item #7.4:

Alternative Actions
Alternatives include directing staff to look into alternatives, or declining to authorize the contract.

These alternatives are not recommended. Staff has requested quotes from other asset management companies, and this shift would incur additional costs and asks from the General Fund. Declining to authorize the contract is also not recommended, as the agreement with Websoft Developers needs to be updated for continued use of Mobile MMS.

Financial Impact
The cost for FY26-27 software agreement is $20,131.00. This was included in the Operational Budgets for participating departments (Parks, Streets, Administration/Stormwater, and Water) for the FY26-27 Budget, which was adopted on June 17, 2026 via Resolution 36-2026. The cost for the Mobile MMS software will continue to be programmed annually into the operational budgets for these departments. The software cost will go up annually, not to exceed 7.25%.

The City is currently paying a reduced rate; the increased rate escalator was agreed upon by City staff and Websoft Developers until the annual cost being paid is in line with Websoft Developer's current annual fee (approximately $25,000 annually).

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution
Mobile MMS Purchase Order and Agreement
Agenda Item #7.4:

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 AGREEMENT WITH

WEBSOFT DEVELOPERS FOR MOBILE MMS SOFTWARE
WHEREAS, the City of Sonoma Public Works Department has used Mobile MMS as a Computerized Maintenance Management System (CMMS) platform and is currently utilizing Mobile MMS for maintenance and operations management in several departments; and WHEREAS, the updated agreement reflects a three-year term, and includes product support and implementation; and
WHEREAS, the annual cost of the software is included in the operational budgets for Streets, Parks, Administration/Stormwater and Water; and
WHEREAS, the annual cost of the Mobile MMS Software is $20,131.00 for FY26-27, and is expected to increase annually, not to exceed 7.25% annually.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Sonoma hereby adopts this resolution to authorize the City Manager to execute a three year agreement with Websoft Developers for Mobile MMS Software.

PASSED, RESOLVED, AND ADOPTED, at a Regular meeting of the City Council of the City of Sonoma on this 7th day of October 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________________________
Ron Wellander, Mayor
ATTEST:
____________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.4:

Order Form: Q-51660-1
Creation Date: 3/31/2026, 1:00 AM
Expires On: 5/15/2026
Phone: (866) 777-0069
Email: [email protected]
Ship To:

Ashley Cotter
City of Sonoma, CA
Number 1 The Plaza
Sonoma, California 95476
[email protected]
Bill To:

AP Sonoma, CA
City of Sonoma, CA
Number 1 The Plaza
Sonoma, California 95476
[email protected]
Account Manager E-mail Phone Number Payment Terms
Sean Dingman [email protected] (916) 501-1590 Net 30 Annual Product Pricing
PRODUCT RATE QTY DISC (%) NET PRICE
MobileMMS Subscription USD 20,131.00 1 0.000 USD 20,131.00 Annual Product Pricing Total: USD 20,131.00
Grand Total: USD 20,131.00
* excludes applicable sales tax

CONFIDENTIAL

Agenda Item #7.4:

Order Details
Customer Name: City of Sonoma, CA
Customer Contact: Ashley Cotter
Governing Agreement(s): This Order Form is governed by the applicable terms found at:

MSA:
https://sprbrk.app.box.com/v/websoft-saas-terms
Professional Services:
https://sprbrk.app.box.com/v/websoft-svcs-terms
Term(s): 3 Years
Order Terms
In the event of an inconsistency between this Order Form, any governing agreement, purchase order, or invoice, the Order Form shall govern as it pertains to this transaction. • This Order Form shall become effective as of the last date of signature (the "Effective Date"). • Order Start Date: Software Licenses, Subscriptions, Maintenance, and Hosting commence upon the earlier of a) date of delivery* or log-in to hosted software to Customer; or b) 60 days after Order Form Effective Date. • Subscriptions, Maintenance, Hosting, and Support (“Recurring Services”) continue from the Order Start Date through the term listed in this Order Form (or if not listed, one (1) year). • Orders for Recurring Services auto-renew for three (3) years or for the term specified in this Order Form, unless the Customer or Springbrook provides a written notice of non-renewal at least sixty (60) days prior to the expiration of the current Order Term.
• Subscription Service fees and any Recurring Services will be subject to an automatic annual increase by not more than seven and a quarter percent (7.25%) of the prior year’s Subscription Service fees ("Standard Annual Price Increase").
• Any Software Licenses or Hardware are one-time non-refundable purchases. * The date of delivery of software to the Customer is the date the software is made available to the Customer, either by delivery of software or delivery of first log-in to a hosted environment, which may be either a test or production environment. This date of delivery is frequently earlier than the dates professional services are completed, the Customer completes user acceptance testing, the Customer distributes additional logins to end-users, and the Customer go-live in a production environment.

CONFIDENTIAL

Agenda Item #7.4:

Invoice Timing and Delivery
Invoices are delivered electronically via e-mail to the billing contact on file for the Customer. Customer invoices are issued for the full amount of software and services purchased as follows:

Products Ordered Invoice Timing
Software Licenses, Subscriptions,
Maintenance,
and Hosting (New):

Annually in advance upon Order Start Date.

Software Subscriptions, Maintenance,
and Hosting (Add-Ons):

Upon the order start date, order will be pro-rated to sync with the existing anniversary billing date and will renew annually thereafter.

Software Subscriptions (Migrations): Upon the order start date, order will be synced with the existing anniversary billing date and will renew annually thereafter unless specified in the Special Order Terms. This order replaces and supersedes any previously executed order as it relates to the products listed within this order. Upon delivery of new product, customer will receive a prorated credit for any prepaid, unused maintenance fees that will be applied to the customer’s first invoice.

Software Licenses, Subscriptions,
Maintenance, and Hosting
(Renewal):

Sixty (60) days in advance of the Order Start Date.

Print Services and Transaction Fees: Monthly, in arrears for transactions in the prior month.

Hardware and One-Time Licenses: Upon the Effective Date of this Order Form.

Estimated Time and Material Professional
Services, On- Site Professional Services, and
Travel Expenses*:

Monthly, in arrears for services in the prior month unless specified in Special Term.

Implementation Fixed Fee Professional
Services:

The Effective Date of this Order Form unless specified in Special Terms.

Professional Service Key Terms and Conditions:
• Time and Material Pricing: Professional Services time and material pricing is based on expected hours using Springbrook’s standard implementation approach. While our goal is to provide accurate hour estimates, there may be variations in actual hours and charges. If project costs surpass the estimated hours within this order form by the greater of $15,000 or 20%, a signed change order is necessary to proceed. Adjustments below this threshold will be implemented and invoiced as incurred.
•
*On-Site Professional Services: On-Site professional services are billed at a daily minimum rate, regardless of time spent on-site. Travel expenses related to on-site travel will be invoiced as a separate line item as they are incurred. • Cancellation or Postponement: Customer agrees to participate in all scheduled meetings and minimize repeated cancellations. Customer shall provide no less than two (2) business days’ written notice should any scheduled meeting, training session or other activity need to be cancelled or postponed. If Customer fails to provide such notice, Springbrook shall invoice the Customer for the lost or delayed scheduled time, with a minimum charge of two (2) hours. Additional charges may apply based on the resources and preparation required for the meeting.

CONFIDENTIAL

Agenda Item #7.4:

• Customer Responsibilities: The customer will provide adequate internal resources and ensure the accuracy of all information provided to Springbrook. Customers are responsible for extracting data from any legacy systems and transferring the data into Springbrook’s import templates.

Special Order Terms
Special Order Terms (if any):

Recontract for 7/1/2026-6/30/2027

CONFIDENTIAL

Agenda Item #7.4:

By signing, both parties agree to the terms and conditions set forth in this agreement. * If the Customer requires a PO number on invoices, the Customer must provide Springbrook with the PO number and a copy of the PO prior to invoice issuance. If a PO number is not provided prior to the invoice issuance date, invoices issued on this Order Form will be valid without a PO reference.

Websoft Developers, Inc. City of Sonoma, CA
Signature: [[s|2]] Signature: [[s|1]]
Name (Print): [[n|2 ]] Name (Print): [[n|1 ]]
Title: [[ti|2|r:0 ]] Title: [[ti|1|r:0 ]]
Date: [[d|2 ]] Date: [[d|1 ]]
Purchase Order # (if required)________________________

CONFIDENTIAL

Agenda Item #7.4:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 07 Oct 2026
Department
Planning and Community Services
Staff Contact
Diane Levine, Associate Planner
Agenda Item Title
Adopt an Ordinance amending Sonoma Municipal Code Chapter 19.45 Accessory Dwelling Units in compliance with California state law and finding the Ordinance exempt from the California Environmental Act (CEQA) pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15282(H) and Public Resources Code 21080.17 Summary
Background
The California Department of Housing and Community Development (HCD) requires all jurisdictions within the state to ministerially approve accessory dwelling units (ADUs) and junior accessory dwelling units (JADUs) under streamlined standards. State laws related to the development of ADUs and JADUs continue to change frequently to further lower potential development barriers. Current State ADU law can be viewed in the attachments (see attachment State Gov. Code 66310-66342) and the most recent version of HCD’s ADU Handbook.

The City of Sonoma’s ADU ordinance was adopted in 2023 and requires an update to be in compliance with current state ADU law. While many changes to state ADU law involve changes to development standards, requiring City Council approval, Staff are routinely updating internal processes and procedures related to ADU law to remain in compliance with continuously evolving legislative updates related to the processing of ADUs and JADUs, including review timelines and fees.

On June 16, 2026, the Planning Commission held a study session to discuss updates to the ADU ordinance (Link to Agenda, Video, and Staff Report). At that meeting Planning Commission requested further defining or explaining of an efficiency kitchen or the appliances required within an ADU and research on whether affordable housing restrictions can be applied if separate sale/conveyance of ADUs is permitted.

At the August 18, 2026, Planning Commission hearing (Link to Agenda, Video, and Staff Report), staff presented information gathered in response to the Planning Commission’s requested information, as well as the draft ordinance for their consideration. The Planning Commission adopted Resolution 26-2026, recommending the City Council adopt the Ordinance with modifications to add additional language to the definition of Accessory Dwelling Unit so that the definition reflected the entirety of the definition as provided in State law. The public comment received at the Planning Commission is available here.

On September 16, 2026, The City Council held a discussion, considered, and introduced the Ordinance (Exhibit A).

Agenda Item #7.5:

Environmental Review
City Planning Staff has determined that the adoption and implementation of the Ordinance is exempt from further environmental review pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15282(H) and Public Resources Code 21080.17.

Recommended Council Action
Adoption of an Ordinance amending Chapter 19.45 Accessory Dwelling Units and finding the Ordinance exempt from the California Environmental Act (CEQA) pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15282(H) and Public Resources Code 21080.17.

Alternative Actions
City Council discretion
Financial Impact
None
Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Draft Ordinance
Exhibit A
Agenda Item #7.5:

City of Sonoma
ORDINANCE #_____ - 2026

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SONOMA AMENDING SONOMA MUNICIPAL CODE CHAPTER 19.45 ACCESSORY DWELLING UNITS IN

COMPLIANCE WITH CALIFORNIA STATE LAW RELATED TO THE DEVELOPMENT

OF ACCESSORY DWELLING UNITS AND FINDING THIS ACTION IS EXEMPT FROM

ENVIRONMENTAL REVIEW PURSUANT TO CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) GUIDELINES SECTION 15282(h) AND PUBLIC RESOURCES CODE 21080.17
WHEREAS, the City of Sonoma desires to amend the municipal code to come into conformance with Government Code Sections 66314-66331, improve its organization, clarity, and readability; and
WHEREAS, adoption of this Ordinance is consistent with the goals, policies, and actions of Sonoma General Plan, would not be detrimental to the public interest, health, safety, convenience, or welfare of the city, and is internally consistent with other applicable provisions of the City’s development code for the reasons expressed in this Ordinance, the accompanying staff reports, and other substantial evidence presented; and
WHEREAS, the Planning Commission conducted a duly noticed public hearing on August 18, 2026, and considered public testimony and adopted a Resolution recommending the City Council to adopt the proposed amendments with modifications; and WHEREAS, the City Council conducted a public hearing on September 16, 2026 for the purpose of consideration and introduction of amendments to Chapter 19.45 of the Sonoma Municipal Code; and

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

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

SECTION 2. MUNICIPAL CODE AMENDMENTS
The Sonoma Municipal Code is hereby amended as shown in Exhibit A.

SECTION 3. FINDINGS FOR DEVELOPMENT CODE AMENDMENTS
Pursuant to Section 19.86.070(B) of the Sonoma Municipal Code, the proposed amendments of the development code under this ordinance are:

A. The proposed amendment is consistent with the goal, policies, and actions of the General Plan; The City of Sonoma Development Code carries out the policies and implementation measures of the General Plan and State Law. The amendments to the ADU ordinance keep the code consistent with the goals and policies of the General Plan and specifically the Housing Element and therefore Agenda Item #7.5:

the amendments are consistent with the goals, policies, and actions of the General Plan. Some examples of goals and policies in the General Plan that the update supports are: Policy H1-1.1, Policy H-1.2, Policy H-4.47, Policy H-4.5, HE Program 5, and Goal CD-2.

B. The proposed amendment would not be detrimental to the public interest, health, safety, convenience, or welfare of the city;
The proposed amendments are to bring the SMC Chapter pertaining to Accessory Dwelling Units into compliance with California State law and meet the requirements enforced by the California Department of Housing and Community Development. The intent behind the development standards for the production of ADUs is to further the availability of housing within the State.

California State Building Code and the Health and Safety Code regulate requirements related to the health and safety for the construction of ADUs. Therefore, the proposed amendment would not be detrimental to the public interest, health, safety, convenience, or welfare of the city.

C. Comply with the provisions of the California Environmental Quality Act (CEQA) as described in Section 4 below; and
The adoption of an ordinance regarding second units in a single-family or multifamily residential zone by a city or county to implement the provisions of Sections 65852.1 and 65852.2 of the Government Code as set forth in Section 21080.17 of the Public Resources Code is statutorily exempt pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15282(h).

D. The proposed amendment is internally consistent with other applicable provisions of this development code.

The purpose of the amendments is to bring the City’s SMC Chapter pertaining to ADUs into compliance with California State law. Subsequent provision changes are for the purpose of achieving internally consistent provisions as they relate to ADUs.

SECTION 4. CALIFORNIA ENVIRONMENTAL QUALITY ACT
The adoption of an ordinance regarding second units in a single-family or multifamily residential zone by a city or county to implement the provisions of Sections 65852.1 and 65852.2 of the Government Code as set forth in Section 21080.17 of the Public Resources Code is statutorily exempt pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15282(h).

SECTION 5. SEVERABILITY
If any section, subsection, subdivision, sentence, clause, phrase, or portion of this Ordinance for any reason is held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance.

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

SECTION 6. EFFECTIVE DATE
This ordinance shall take effect thirty (30) days after passage thereof.

Agenda Item #7.5:

SECTION 7. PUBLICATION
This ordinance shall be published in accordance with the provisions of Government Code section 36933, subdivision (c)(1).

SECTION 8. THIS ORDINANCE PREVAILS WHERE THERE IS CONFLICT To the extent that this Ordinance conflicts with any other provision in the Sonoma Municipal Code or city ordinance (urgency or otherwise), policy or regulation, this Ordinance will control.

PASSED AND ADOPTED at a regular Council Meeting of the City Council of the City of Sonoma held on October 7, 2026 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
_________________________
Mayor
ATTEST:

Rebekah Barr, MMC, City Clerk
I HEREBY CERTIFY that the foregoing ordinance was duly and regularly adopted by the City Council of the City of Sonoma, Sonoma County, California, at a meeting thereof, held on the _____________, by the following vote, to wit:

AYES:

NOES:

ABSTAIN: ABSENT:

Rebekah Barr, MMC, City Clerk
Agenda Item #7.5:

EXHIBIT A
Chapter 19.45 (Accessory Dwelling Units) is amended as follows:

Sections:

19.45.010 Purpose.

19.45.020 Effect of conforming. Definitions.

19.45.030 General ADU and JADU requirements.

19.45.040 ADU permit and JADU development standards.

19.45.050 Reserved.

19.45.0560 Approval process.

19.45.070 Nonconforming ADUs and discretionary approval.

19.45.0680 Termination of permit and use for ADUs and JADUs.

19.45.090 Violations and enforcement.

19.45.010 Purpose.

The purpose of this chapter is to allow for and regulate accessory dwelling units (ADUs) and junior accessory dwelling units (JADUs) in compliance with California Government Code Sections 65852.2 and 65852.22 66310 et seq. and to encourage the development of affordable housing. (Ord. 04-2023 § 1(B), 2023)

19.45.020 Effect of conforming. Definitions.

An ADU or JADU that conforms to the standards in this chapter will not be:

A.Deemed to be inconsistent with the city’s General Plan and zoning designation for the lot on which the ADU or JADU is located.

C. Considered in the application of any local ordinance, policy, or program to limit residential growth.

Agenda Item #7.5:

D. Required to correct a nonconforming zoning condition. This does not prevent the city from enforcing compliance with applicable building standards in accordance with Health and Safety Code Section 17980.12. (Ord. 04-2023 § 1(B), 2023).

The definitions below shall apply to the following terms used herein:
“Accessory dwelling unit” (ADU) means an attached or a detached residential dwelling unit that provides complete independent living facilities for one or more persons and is located on a lot with a proposed or existing primary residence. It shall include permanent provisions for living, sleeping, eating, cooking, and sanitation on the same parcel as the single-family or multifamily dwelling is or will be situated. An accessory dwelling unit also includes the following:
(1) An efficiency unit
(2) A manufactured home, as defined in Section 18007 of the Health and Safety Code “Junior accessory dwelling unit” (JADU) means a unit that is no more than 500 square feet of interior livable space in size and contained entirely within a single-family residence. A junior accessory dwelling unit may include separate sanitation facilities or may share sanitation facilities with the existing structure.
“Livable space” means a space in a dwelling intended for human habitation, including living, sleeping, eating, cooking, or sanitation.
“Multifamily dwelling” under state law means a structure with two or more attached dwelling units.

19.45.030 General ADU and JADU requirements.

Number of Accessory Dwelling Units ADUs

1. Single-family.
a. On a lot with an existing or proposed single-family residence, no more than one attached ADU, one detached, new-construction ADU and one JADU is allowed. b. Units permitted by this subsection may be combined with one ADU created pursuant to local development standards, which may be detached, attached, or a conversion.

Agenda Item #7.5:

2. Multifamily.
a. On a lot with an existing multifamily dwelling, not more than eight detached ADUs are permitted. The number of ADUs shall not exceed the number of existing units on the lot. b. On a lot with an existing multifamily dwelling, at least one ADU, up to 25 percent of the existing multifamily dwelling units, shall be permitted when constructed within the existing multifamily dwelling. In determining the maximum number of accessory dwelling units ADUs allowed, any fraction of an ADU shall be rounded down to the next whole number but not less than one.
c. On a lot with a proposed multifamily dwelling, no more than two detached ADUs. d. Units permitted under this subsection may be combined with one ADU created pursuant to local development standards, which may be detached, attached, or a conversion.

AB. Fire Sprinklers.

1. Fire sprinklers are shall be required in an ADUs or JADUs where if sprinklers exist or are required in the primary residence.; provided, however, that construction of an ADU shall not trigger a requirement for fire sprinklers to be installed in the existing primary dwelling.

2. The installation of fire sprinklers shall not be required for an ADU or JADU if sprinklers are not required for the primary residence. The construction of an ADU shall not trigger a requirement for fire sprinklers to be installed in an existing primary dwelling.

3. The construction of an ADU or JADU shall not trigger a requirement for fire sprinklers to be installed in an existing multifamily dwelling.

CB. Rental Term. No ADUs and or JADUs shall not may be rented for a term that is shorter longer than 301 days.

DC. No Separate Conveyance. An ADU or JADU may be rented, but nNo ADU or JADU may be sold or otherwise conveyed separately from the lot and the primary dwelling (forin the case of Agenda Item #7.5:

a single-family lot) or from the lot and all of the dwellings (for in the case of duplexes or multifamily lots) except as permitted under Government Code Section 66341 66340 et seq.

ED. Septic System. If the ADU or JADU will connect to an existing on-site water treatment system, the owner must include with the application a percolation test completed within the last five years or, if the percolation test has been recertified, within the last 10 years.the system shall comply with all applicable requirements of Sonoma Water.

FE. Owner Occupancy. 1. All ADUs permitted before January 1, 2020, are subject to the owneroccupancy requirement that was in place when the ADU was permitted.

2. All JADUs that have shared sanitation facilities with the primary structure shall be are subject to an owner-occupancy requirement. Meaning, aA natural person with legal or equitable title to the property must reside on the property, in either the primary dwelling or JADU, as the person’s legal domicile and permanent residence. However, the oOwner-occupancy requirement of under this subsection does not apply if the JADU sanitation facilities are separate from the primary dwelling or if the property is entirely owned by another a governmental agency, land trust, or housing organization. JADUs that have independent sanitation facilities shall not require owneroccupancy.

GF. Deed Restriction. Prior to issuance of a building permit for a and ADU or JADU, a deed restriction must be recorded against the title of the property in the county recorder’s office and a copy filed with the planning and community services director city. The deed restriction must shall run with the land and bind all future owners. The form of the deed restriction will be provided by the city and must provide that:

1. The ADU or JADU may not be sold separately from the primary dwelling, except as authorized under Government Code Section 66340 et seq.

2. Owner-occupancy is required for parcels with a JADU if sanitation facilities are shared with the primary structure., consistent with subsection (E)(2) of this section.

4. The deed restriction runs with the land and may shall be enforced against bind future property owners.

5. The deed restriction is enforceable by the planning and community services director or his or her their designee for the benefit of the city. Failure of the property owner to comply with the deed restriction may result in legal action against the property owner, and the city is authorized to obtain any remedy available to it at law or equity, including, but not limited to, Agenda Item #7.5:

obtaining an injunction enjoining the use of the ADU or JADU in violation of the recorded restrictions or abatement of the illegal unit.

19.45.040 ADU permit and JADU development standards.

The following requirements apply only to ADUs and JADUs that require an ADU permit under SMC 19.45.060(B):

A. Maximum Size.

1. The maximum size of a An attached or detached detached or attached ADU requiring an ADU permit is shall not exceed 850 square feet of interior livable space for a studio or one bedroom unit and 1,000 square feet of interior livable space for a unit with two bedrooms that provides more than one bedroom. No more than two bedrooms are allowed.

2. Application of other development standards may further limit the size of the ADU, but the application of development standards that impose limits on lot coverage, floor area ratio, open space, front setbacks, and minimum lot size shall not require an attached or detached ADU to be less than 800 square feet of interior livable space with a minimum four-foot side and rear yard setback.

3. The total of livable space floor area of an ADU shall not exceed 50 percent of the existing primary dwelling but shall not preclude the development of 800 square feet of interior livable space, or 1,000 square feet of interior livable space for ADUs with more than one bedroom.

4. The total floor area for a detached ADU shall not exceed 1,200 square feet.

5. A JADU shall not exceed 500 square feet of interior livable space, constructed within the walls of the existing or proposed single-family residence.

6. ADUs converted from existing accessory structures are eligible forn up to 150 square feet expansion beyond the physical same dimensions of as the an existing accessory structure is allowed to accommodate ingress and egress.

B. Floor Area Ratio (FAR) and Site Coverage. An ADU shall conform to all site coverage and floor area ratio regulations applicable to the zoning district in which the property is located but no application of FAR or site coverage standards requirements may shall preclude the Agenda Item #7.5:

development of an require the ADU to be less than 800 square feet that maintains four-foot side and rear setbacks.

C. C. Setbacks.

1. No setback is required for a legally constructed shall be required for an existing living area, or accessory structure, or a structure constructed in the same location and to the same dimensions as the a legally constructed existing structure, when that is converted to an accessory dwelling unit ADU or to a portion of an accessory dwelling unit ADU.

2. ADUs not converted from an existing structure shall maintain a minimum setback of four feet from the side and rear lot lines for both attached and detached ADUs. A minimum setback of four feet from the side and rear lot lines is required for detached and attached ADUs.

3. ADU fFront and street-side setbacks shall comply with those established in the zoning district where the parcel is located. Detached accessory dwelling units shall comply with front and street-side setback restrictions for accessory structures while attached accessory dwelling units shall comply with front setback restrictions for primary structures.

4. Front and street-side setbacks shall be reduced where the imposition of front or street-side setbacks under this subsection would prohibit the development of an ADU of at least 800 square feet on the parcel.

D. Height.

1. Lots With an Existing or Proposed Single-Family Dwelling Unit. a. A single-story detached ADU shall not exceed 16 feet in height above from finished grade, measured to the peak of the structure.
b. An attached ADU shall not exceed the maximum allowable height of the primary dwelling as allowed by the underlying zoning development requirements standards when located outside of the underlying setback requirements. c. A two-story detached ADU constructed above a proposed or existing detached garage shall not exceed 25 feet in height measured from the finished grade to the highest point of the roof from finished grade, measured to the peak of the structure.

Agenda Item #7.5:

Additionally, one-story walls shall not exceed a plate height of 12 feet above finished grade, two-story walls shall not exceed an overall plate height of 20 feet above finished grade, and the plate height on any new second story shall not exceed eight feet.

2. Lots With a Proposed or Existing Duplex or Multifamily Dwelling Unit. a. A detached accessory dwelling unitADU shall not exceed 18 feet from finished grade, measured to peak of the structure, on a lot with an existing or proposed multifamily, multistory dwelling.
b. A single-story detached ADU shall not exceed 16 feet in height above from finished grade, measured to the peak of the structure.
c. An attached ADU may shall not exceed the maximum allowable height of the multifamily primary dwelling as allowed by the underlying zoning development requirement standards.
d. A detached ADU constructed above a proposed or existing detached garage shall not exceed 25 feet in height from finished grade, measured to the peak of the structure.

A two-story detached ADU shall not exceed 25 feet measured from the finished grade to the highest point of the roof. Additionally, one-story walls shall not exceed a plate height of 12 feet above finished grade, two-story walls shall not exceed an overall plate height of 20 feet above finished grade, and the plate height on any new second story shall not exceed eight feet.

E. Provisions within Units. An ADU shall include a kitchen and other permanent provisions for living and sleeping, including a closet or other reasonable storage.

1. ADUs.
a. An ADU shall include permanent provisions for living, sleeping, eating, cooking, and sanitation.
b. ADUs shall have a separate exterior access.

2. JADUs.
a. A JADU shall include cooking facilities with appliances, food preparation counter, and storage cabinets that are of a reasonable size in relation to the size of the JADU.

Agenda Item #7.5:

b. Sanitation facilities shall be provided either within the JADU or accessible in primary unit.
.F. Exterior Lighting shall be shielded or directed so that it does not glare off site or illuminate any dwelling unit or adjacent property.

F. G. Windows shall be located to avoid line of sight to windows of adjacent properties.

Obscured glass and other techniques may be used to avoid line of sight.

G. H. Parking. No parking is required for ADUs or JADUs. An ADU shall have a separate exterior access. The exterior access shall be a standard exterior door and shall be located in a manner that will preserve, to the greatest extent feasible, the privacy of the primary residence, other accessory structures, and any adjoining residences.

H. I. A permanent foundation shall be required for all ADUs.

I. J Fees.

1. Impact Fees.
a. No impact fee is required for an ADU that is less than 750 square feet in size. b. Any impact fee that is required for an ADU that is 750 square feet or larger in size must be charged proportionately in relation to the square footage of the primary dwelling unit (e.g., the floor area of the primary dwelling, divided by the floor area of the ADU, times the typical fee amount charged for a new dwelling). “Impact fee” here does not include any connection fee or capacity charge for water or sewer service.

2. Utility Fees.
a. Converted ADUs and JADUs on a single-family lot, created under SMC

19.45.060(A)(1), are not required to have a new or separate utility connection directly between the ADU or JADU and the utility main. A connection fee or capacity charge shall not be required unless the ADU or JADU is constructed with a new primary dwelling.
b. All ADUs and JADUs not covered by subsection (J)(2)(a) of this section require a new, separate utility connection directly between the ADU or JADU and the utility.

The connection is subject to a connection fee or capacity charge that is proportionate Agenda Item #7.5:

to the burden created by the ADU or JADU, based on either the floor area or the number of drainage-fixture units (DFU) values, as defined by the California Plumbing Code, upon the water or sewer system. The fee or charge may not exceed the reasonable cost of providing this service. (Ord. 04-2023 § 1(B), 2023).

19.45.050 Reserved.(Ord. 04-2023 § 1(B), 2023).

19.45.0560 Approval process.

A. Building Permit Required Only. ADU/JADU entitlements are considered and approved ministerially, without discretionary review or a hearing. If an ADUs and or JADUs require a building permit. The city may charge for the building permit and associated costs incurred for the processing of that permit. complies with each of the general requirements in SMC

19.45.030 (General ADU and JADU requirements), it is allowed with only a building permit in the following scenarios:

1. ADU Established from Existing Converted Space – Single-Family. Only one ADU or JADU on a lot with a proposed or existing single-family dwelling on it, where the ADU or JADU:
a. Is either: within the space of a proposed single-family dwelling; within the existing space of an existing single-family dwelling; or within the existing space of an accessory structure, plus up to 150 additional square feet if the expansion is limited to accommodating ingress and egress.
b. Has exterior access that is independent of that for the single-family dwelling. c. Has side and rear setbacks sufficient for fire and safety, as dictated by applicable building and fire codes.

2. New Detached ADU – Single-Family. One detached, new-construction ADU on a lot with a proposed or existing primary residence (in addition to any JADU that might otherwise be established on the lot under subsection (A)(1) of this section), if the detached ADU satisfies the following limitations:
a. The side and rear yard setbacks are at least four feet. b. The total floor area is 800 square feet or smaller.

Agenda Item #7.5:

c. The peak height above grade is 16 feet or less.

3. ADU Established From Existing Converted Space – Multifamily. ADUs may be created within portions of existing multifamily dwelling structures that are not used as livable space, including but not limited to storage rooms, boiler rooms, passageways, attics, basements, or garages, if each converted ADU complies with state building standards for dwellings. At least one converted ADU is allowed within an existing multifamily dwelling, and up to 25 percent of the existing multifamily dwelling units may each have a converted ADU under this subsection.

4. New Detached ADU – Multifamily and Duplexes. No more than two detached ADUs on a lot that has an existing or proposed duplex or multifamily dwelling if each detached ADU satisfies the following limitations:
a. The side and rear yard setbacks are at least four feet. If the existing multifamily dwelling has a rear or side setback of less than four feet, no modification of the existing multifamily dwelling shall be required as a condition of approving the application to construct an accessory dwelling unit that satisfies the requirements of this subsection.
b. The total floor area is 800 square feet or smaller.
c. Complies with the height limit in SMC 19.45.040(D)(2)(a) or (b). B. ADU Permit Required.

1. Except as allowed under subsection (A) of this section, no ADU may be created without a building permit and an ADU permit in compliance with the standards set forth in SMC

19.45.030 (General ADU and JADU requirements) and 19.45.040 (ADU permit development standards).

2. The city may charge a fee to reimburse it for costs incurred in processing ADU permits, including the costs of adopting or amending the city’s ADU ordinance. The ADU permit processing fee is determined by the planning and community services director and approved by the city council by resolution.

B. Unpermitted ADUs.

Agenda Item #7.5:

1. Pre-application Inspection. Before submitting an application for a permit, a property owner may obtain a confidential third-party code inspection from a licensed contractor to determine the unit's existing condition or potential scope of building improvements.

2. Post-application Inspection. Upon receiving an application to permit a previously unpermitted ADU or JADU constructed before January 1, 2020, an inspector from the city may inspect the unit for compliance with health and safety standards and provide recommendations to comply with the health and safety standards necessary to obtain a permit. If the inspector finds a violation, the city shall not penalize an applicant for having the unpermitted ADU or JADU if the applicant vacates the unit or pursues the necessary permits to correct the noncompliance with health and safety standards.

3. Fees and charges. A property owner applying for a permit for a previously unpermitted ADU or JADU constructed before January 1, 2020, shall not be required to pay impact fees or utility fees except when utility infrastructure is required to comply with Health and Safety Code Section 17920.3 and when the fee is authorized by Government Code Section 66324(e).

C. Process and Timing.

1. An ADU permit is considered and approved ministerially, without discretionary review or hearing.

12. The city shallmust approve or deny determine whether an application for an ADU permit or JADU is complete and provide written notice of the determination no later than 15 business days after the city receives the application. The city shall either approve or deny the application for the ADU/JADU within 60 days of the application being determined complete if there is an existing single-family or multifamily dwelling unit on the lot.

2. If the application is determined to be incomplete, along with the determination, the city shall provide the applicant with a list of incomplete items and a description of how the application may be made complete.

3. If the application to create an ADU or JADU is submitted with an application to create a new single-family or multifamily dwelling on the lot, the city may delay approving or denying the permit until the city approves or denies the permit application for the new singleAgenda Item #7.5:

family or multi-family dwelling, while maintaining ministerial review for the ADU or JADU so as long as the development standards are met.
4a. Should tThe applicant requests a delay, in which case the 60-day time period is tolled for the period of the requested delay.; or

5. If an application for an ADU or JADU is determined incomplete or denied, the applicant may appeal that decision in writing to the planning commission. The planning commission shall provide a final written determination within 60 business days of receipt of the written appeal.
b. In the case of a JADU and the application to create a junior accessory dwelling unit is submitted with a permit application to create a new single-family dwelling on the lot, the city may delay acting on the permit application for the JADU until the city acts on the permit application to create the new single-family dwelling, but the application to create the JADU will still be considered ministerially without discretionary review or a hearing. (Ord. 04-2023 § 1(B), 2023).

19.45.0670 Nonconforming ADUs and discretionary approval.

Any proposed ADU or JADU that does not conform to the objective standards set forth in this chapter shall require approval subject to requirements of SMC Chapter 19.54. SMC 19.45.010 through 19.45.060 may be allowed by the city with a use permit, in accordance with the other provisions of this title. (Ord. 04-2023 § 1(B), 2023).

19.45.0780 Termination of permit and use for ADUs and JADUs.

A. No building permit shall be issued to remove permanent features of an ADU, including the provisions for eating, cooking and sanitation, and separate exterior entrance, until written approval to terminate the use of living space as an ADU or JADU is granted by the planning and community services director or his or her their designee.

B. At its their discretion, the planning and community services director may grant an owner’s written request to terminate an ADU or JADU and deed restriction. The planning and community services director shall consider the length of time such permit has been in force, the conditions of approval, the exceptions granted for the ADU or JADU, and the impact on the city’s affordable housing supply.

Agenda Item #7.5:

C. As a condition of termination, the planning and community services director shall require the owner to make modifications to the property to comply with: (1) current building code requirements and (2) current development standards in effect at the time the request is made to terminate use, including but not limited to setbacks, height, parking and floor area ratio. The owner shall apply for a building permit to make such modifications as required by the city’s building and fire codes. Building permit fees shall include any fees previously waived for the existing ADU or JADU. (Ord. 04-2023 § 1(B), 2023).

Section 16.02.030 (Exemptions from subdivision approval requirements) is amended as follows:

J. Residential Financing or Leases. The financing or leasing of apartments, or similar spaces within apartment buildings, mobile home parks or trailer parks; or accessory dwelling units ADUs in compliance with Government Code Section 66412.2.; or “granny” units or residential second units in compliance with Government Code Sections 65852.1 or 65852.2, respectively.

Section 19.42.050 (Guidelines for infill development) is amended as follows:

B.5.a. New accessory structures (e.g., garages, second units, sheds, etc.) that are visible from the public right-of-way should incorporate the distinctive architectural features (e.g., color, materials, roof pitch and style, etc.) of the main structure.

Section 19.92.020 (Definitions of specialized terms and phrases) is amended as follows:

F. “Floor area ratio” means the maximum gross floor area of a building (or buildings) permitted on a lot divided by the gross area of the lot. When calculating floor area ratio, the following shall be excluded:

1. Porches, cellars, attics, and underground parking;

2. Detached garages (up to 400 square feet);

3. Second units;

34. Accessory structures with an area of 120 square feet or less.

Agenda Item #7.5:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 07 Oct 2026
Department
Community Development
Department
Staff Contact
Dave Jahns, Parks & Recreation Director,
Jennifer Gates, AICP, Community Development
Director
Agenda Item Title
Adoption of an Ordinance repealing and replacing SMC Chapter 19.51 Public Art Program and adding Chapter 3.45 Public Art Fund to the Sonoma Municipal Code and finding the Ordinance exempt from the California Environmental Act (CEQA) Pursuant to Section 15061(b)(3) - General Rule - of the CEQA Guidelines
Summary
Background
Chapter 19.51 of the Sonoma Municipal Code, entitled Public Art Program, established the public art fund and requires the City to annually allocate one quarter of one percent of the general fund to the public art fund, capped at $25,000 per year, unless waived by the Council.

In addition, the Public Art Program requires all City-owned public projects with a total valuation over $250,000 to dedicate 1% to the public art fund with no cap. In June, the City Council adopted a new in-lieu fee that would apply to a similar public art requirement for private development. To implement this in-lieu fee, the City must amend Chapter 19.51 and update the City Art Policy to impose a public art requirement on relevant private development.

Draft Ordinance
The draft ordinance repeals and replaces Chapter 19.51 and creates a new Chapter 3.45 Public Art Fund. The new Chapter 3.45 includes portions of the existing Chapter 19.51, such as the establishment of the Public Art Fund and the annual City allocation of one quarter of one percent of the City's general fund expenditure budget.

The draft ordinance was presented to the Planning Commission on July 16, 2026 (Link to Agenda, Video, and Staff Report). It proposed requiring new construction, remodeling, repair or reconstruction of commercial and/or multi-family (five units or more) development projects with a building permit valuation of more than $250,000 install art equal to one percent of the project’s total valuation, or pay an in-lieu fee equal to that amount. At the meeting, the Planning Commission voted to recommend approval of the Ordinance with modifications to (1) remove multi-family housing developments from the requirement and (2) raise the permit valuation to one million dollars ($1,000,000).

The draft Ordinance recommended by the Planning Commission was presented to the City Council on August 5, 2026 (Link to Agenda, Video, and Staff Report). At that meeting, City Council continued the public hearing to September 16 to allow time for the Cultural Fine Arts Commission to hear and discuss the Planning Commission recommendation.

On August 20, 2026, the Cultural and Fine Arts Commission (CFAC) (Link to Agenda, Video, and Staff Report) discussed the proposed draft ordinance. Following a presentation and deliberation, the CFAC recommended that the public art installation requirement be revised as follows:

Agenda Item #7.6:

 1% of project valuation for public, commercial, and multifamily (5+ units) developments;
 Projects that are $250,000 and above would be subject to the public art requirement;  Exclude affordable housing units from the fee calculation; and  Retain the other exclusions as originally proposed in the ordinance.

The CFAC also noted that while it recommended excluding affordable housing from the fee calculation, it would like to see the City commit to supporting installation of public art projects and initiatives in affordable housing developments by way of the established public art fund.

On September 16, 2026, the City Council held a public hearing to discuss the proposed Ordinance and hear public testimony. At the hearing, the City Council discussed the amendments proposed by the Planning Commission to the original ordinance and selected to revert back to the original ordinance including a $250,000 minimum project valuation and multifamily housing (5 or more units). In addition, the City Council maintained the $25,000 cap on the annual City allocation from the general fund. The revised Ordinance is attached for adoption.

Environmental Review
City Planning Staff has determined that the adoption and implementation of the Ordinance is exempt from further environmental review under the general rule in California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3) that CEQA only applies to projects that have the potential for causing a significant effect on the environment.

Recommended Council Action
Adopt an Ordinance repealing and replacing SMC Chapter 19.51 Public Art Program and adding Chapter 3.45 Public Art Fund to the Sonoma Municipal Code with the proposed modifications and finding the Ordinance exempt from the California Environmental Act (CEQA) Pursuant to Section 15061(b)(3) - General Rule - of the CEQA Guidelines.

Alternative Actions
Council discretion.

Financial Impact
All funds collected in-lieu of providing public art will be placed in the Public Art Fund and expended to fund public art.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Final Art Requirement Ordinance
Agenda Item #7.6:

City of Sonoma
ORDINANCE #_____ - 2026

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SONOMA
REPEALING AND REPLACING CHAPTER 19.51 PUBLIC ART
PROGRAM AND ADDING CHAPTER 3.45 PUBLIC ART FUND TO THE

CITY OF SONOMA MUNICIPAL CODE AND FINDING THIS ACTION IS

EXEMPT FROM FURTHER ENVIRONMENTAL REVIEW UNDER THE

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

APPLIES TO PROJECTS THAT HAVE THE POTENTIAL FOR CAUSING

A SIGNIFICANT EFFECT ON THE ENVIRONMENT
WHEREAS, on July 16, 2026, the Planning Commission conducted a duly noticed public hearing to discuss and consider proposed amendments, considered public testimony, and made a recommendation to the City Council to approve the Ordinance with modifications that limit imposition of the public art ordinance to commercial projects with a valuation over one million dollars; and
WHEREAS, the City Council conducted a duly noticed public hearing on August 5, 2026 and continued the public hearing to September 16, 2026, to discuss and consider proposed amendments, considered public testimony, and introduced the Ordinance.

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

SECTION 1. RECITALS
City Council finds the recitals above are true and correct and are incorporated herein by this reference.

SECTION 2. MUNICIPAL CODE AMENDMENTS
Chapter 19.51 Public Art Program of the Sonoma Municipal Code is hereby repealed and replaced as set forth in Exhibit A, attached hereto and incorporated by this reference.

Chapter 3.45, Public Art Fund is hereby added to the Sonoma Municipal Code as set forth in Exhibit B, attached hereto and incorporated by this reference.

SECTION 3. FINDINGS FOR DEVELOPMENT CODE AMENDMENTS
Pursuant to Section 19.86.070(B) of the Sonoma Municipal Code, the City Council finds proposed amendments of the development code under this ordinance are as follows:

A. The proposed amendment is consistent with the goals, policies, and actions of the General Plan;
The City of Sonoma Development Code carries out the policies and implementation measures of the General Plan. The proposed amendment is consistent with Policy 5.9 to Agenda Item #7.6:

promote public art and specifically policy 5.9.1 to establish a public art ordinance of the Community Development Element of the General Plan and are therefore consistent with the goals, policies and actions thereof.

B. The proposed amendment would not be detrimental to the public interest, health, safety, convenience, or welfare of the city;
The proposed amendments further the promotion of public art which advances the public interest, and contributes to public welfare and convenience.

C. Comply with the provisions of the California Environmental Quality Act (CEQA) as described in Section 4 below; and
The amendments fall under CEQA Guidelines Section 15061 (b)(3) General Rule. The General Rule, also known as the “Common Sense Exemption” applies to projects in which it is clear and definitive that the project will not have any significant impacts on the environment. Furthermore, this ordinance will not cause a direct or indirect physical change to the environment and is therefore not a project under CEQA Guidelines Section 15378.

D. The proposed amendment is internally consistent with other applicable provisions of this development code; and
The proposed amendments is internally consistent with other applicable provisions of the Sonoma development code.

SECTION 4. CALIFORNIA ENVIRONMENTAL QUALITY ACT
This ordinance has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the city. City Planning Staff has determined that the adoption and implementation of the ordinance is exempt from further environmental review under the general rule in California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3) that CEQA only applies to projects that have the potential for causing a significant effect on the environment. As the project is modifying the requirement for public art, allowing an in-lieu fee to be paid and reestablishing a public art fund without any physical project being approved, it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment. Furthermore, this ordinance will not cause a direct or indirect physical change to the environment and is therefore not a project under CEQA Guidelines Section 15378. The proposed ordinance is therefore exempt from CEQA because it does not involve a commitment to any specific project that may result in a potentially significant physical impact on the environment. The City Council concurs in these findings and adopts them as its own. The City Council, therefore, directs that a Notice of Exemption be filed with the County Clerk of the County of Sonoma in accordance with CEQA Guidelines.

SECTION 5. SEVERABILITY
If any section, subsection, subdivision, sentence, clause, phrase, or portion of this ordinance for any reason is held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance.

The City Council hereby declares that it would have adopted this ordinance, and each section, Agenda Item #7.6:

subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions thereof be declared invalid or unconstitutional.

SECTION 6. EFFECTIVE DATE
This ordinance shall take effect thirty (30) days after passage thereof.

SECTION 7. PUBLICATION
This ordinance shall be published in accordance with the provisions of Government Code section 36933, subdivision (c)(1).

SECTION 7. THIS ORDINANCE PREVAILS WHERE THERE IS CONFLICT To the extent that this ordinance conflicts with any other provision in the Sonoma Municipal Code or city ordinance (urgency or otherwise), policy or regulation, this ordinance will control.

PASSED AND ADOPTED at a regular Council Meeting of the City Council of the City of Sonoma held on the ____________, 2026 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
_________________________
Ron Wellander, Mayor
ATTEST:

Rebekah Barr, MMC, City Clerk
Date: ___________________________
Agenda Item #7.6:

Exhibit A
Chapter 19.51 Public Art Program

19.51.010 Purpose.

The purpose of the public art ordinance is to authorize, fund, and establish procedures for artworks in the public realm within the city of Sonoma. It seeks to guarantee the development of public artwork as a whole in the city, establish standards for the integration of public artwork into new private and public development projects, ensuring a closer relationship between the landscape, buildings, community, and art. A public art program provides community benefits by positively impacting property values, the local economy and vitality of the city by enhancing the visual and aesthetic quality of development projects and enhancing the economic sustainability of artists and arts organizations as a key to the city’s vitality. The chapter establishes a process for the community to work with artists, city officials, and other stakeholders to make Sonoma an even more interesting, memorable, and beautiful place to live, work, visit, and engage with art.

19.51.020 Definitions.

The definitions below shall apply to the following terms used in this chapter:
“Public artwork” involves visual artists working through the public art process creating original works in public spaces that include, but are not limited to, paintings, murals, stained glass, fiber work, statues, reliefs or other sculptures, monuments, fountains, arches, or other structures intended for ornament or commemoration, carving, frescos, mosaics, mobiles, photographs, drawings, collages, prints, crafts or other decorative and utilitarian works in clay, fiber, wood, metal, plastics, and other materials. Public artwork includes media works such as film, video, photo projections, lighting, and computer-generated artworks. Public artwork may be temporary as well as permanent. Public artwork projects also include artists serving on design and development teams to identify opportunities to incorporate art-designed infrastructure in the public space.
“Public space” means any place or property within the city limits which is open to the general public for its use, or which is in public view, or is generally accessible and/or visible to the public. If located on private property, the area must be clearly visible from adjacent public property such as a street or other public thoroughfare, sidewalk, or path. “Private development project” means all new multifamily development with five or more units, all remodeling, repair or reconstruction of multifamily development(s) exceeding $250,000 in cost, and all new commercial and mixed use (commercial portion only, unless residential portion of such development consists of a multifamily development) development, and all remodeling, repair or reconstruction of commercial and mixed use development exceeding $250,000 in cost within the city of Sonoma. To the extent that all or some portions of the new construction include one or more of the "exclusion items" identified below, those portions of the project shall be excluded from the definition of "private development project"; thus, those portions of construction shall not be subject to the requirements of this chapter:

A. Units of a multifamily development that have a regulatory agreement with a government agency restricting occupancy to qualifying households not exceeding specified incomes; B. Development undertaken by public entities or nonprofit organizations primarily dedicated to cultural activities available to a broad public;
Agenda Item #7.6:

C. Repair or reconstruction of structures which have been damaged by fire, flood, wind, earthquake or other calamity;
D. Historic preservation or restoration;
E. Seismic retrofit or flood protection projects work items; F. Fire sprinkler installation work items as defined by this code; G. Solar (photo voltaic) system applications.
“Public art policy and guidelines” means the regulations recommended by the cultural and fine arts commission and approved by the city council which establish procedures to carry out the purpose of this chapter. The public art policy and guidelines shall include but not be limited to criteria for the selection of artists and artwork, framework for loan and donation agreements, procedures for the maintenance of a file of interested artists, procedures for artistic competitions, and requirements for the accession, maintenance, and deaccession of works of art. The cultural and fine arts commission may amend the guidelines from time to time with the approval of the city council.
“Public development project” shall include, but is not limited to, the construction or remodel of any city-owned building, structure, park, utility, street, sidewalk, or parking facility, or any portion thereof, within the limits of the city of Sonoma. “Public development project” does not include projects undertaken by any federal, state, or local government other than the city of Sonoma.

19.51.030 Art Installation Requirement.

A. Public Development Projects. All public development projects with total building permit valuation of $250,000 or more shall dedicate an amount equal to one percent of the total building permit valuation to be placed in the Public Art Fund SMC Chapter 3.45 for the purposes set forth therein. For public development projects with federal and/or state match requirements or grant-funded projects, one percent shall only apply to the city’s portion of the project funding.

B. Private Development Projects. All private development projects with a total building permit valuation of $250,000 or more shall dedicate an amount equal to one percent of the total building permit valuation data, as set forth in the International Conference of Building Officials (ICBO), for the acquisition of public artworks for permanent placement on-site in a public space consistent with city’s public art policy and guidelines. The developer may elect to satisfy the requirements of this subsection partially or in full through the payment of an in-lieu fee to the Public Art Fund SMC Chapter 3.45 for the purposes set forth therein. The amount of the in-lieu fee shall be set by resolution of the city council.

C. Compliance Required.

1. A building permit for any private development project shall not be issued unless and until full compliance with this chapter is achieved in one of the following ways:
a. The full amount of the in-lieu fee is credited to the Public Art Fund to be used as provided in SMC Chapter 3.45.
b. Written proof to the community development director of a contract to commission or purchase and install the required public art previously approved by the review body in a form approved by the community development director.

2. A certificate of occupancy for any private development project shall not be issued unless the approved work of art has been placed in an approved on-site location unless the developer has entered into an agreement and submitted a performance security in an amount determined by Agenda Item #7.6:

the community development director to be adequate to secure faithful performance of the commission and installation of the required public art and in a form acceptable to the city attorney.

19.51.040 Art Installation Policy.

The city council will establish by resolution a public art policy and guidelines to regulate the application, permitting, and installation requirements of the public art program.

Agenda Item #7.6:

Exhibit B
Chapter 3.45 Public Art Fund

3.45.010 Purpose.

The purpose of the public art fund is to authorize and accumulate a special revenue fund to receive, hold, invest, account for, and expend monies dedicated to the acquisition, commissioning, fabrication, installation, conservation, maintenance, interpretation, administration, and stewardship of public artwork. It seeks to guarantee the development of public artwork as a whole in the city, ensuring a closer relationship between the landscape, buildings, community, and art.

3.45.020 Definitions.

The definitions below shall apply to the following terms used in this chapter:
"Artist" means an individual or team of individuals recognized through education, training, exhibition history, professional experience, or peer recognition as practitioners in the visual arts. “Permanent installation” means artwork or art placed at a site, intended to remain at that site for at least 20 years.
“Public art fund” means a fund within the city of Sonoma budget into which all monetary contributions for public artwork shall be deposited.
“Public artwork” involves visual artists working through the public art process creating original works in public spaces that include, but are not limited to, paintings, murals, stained glass, fiber work, statues, reliefs or other sculptures, monuments, fountains, arches, or other structures intended for ornament or commemoration, carving, frescos, mosaics, mobiles, photographs, drawings, collages, prints, crafts or other decorative and utilitarian works in clay, fiber, wood, metal, plastics, and other materials. Public artwork includes media works such as film, video, photo projections, lighting, and computer-generated artworks. Public artwork may be temporary as well as permanent. Public artwork projects also include artists serving on design and development teams to identify opportunities to incorporate art-designed infrastructure in the public space.
“Public space” means any place or property within the city limits which is open to the general public for its use, or which is in public view, or is generally accessible and/or visible to the public. If located on private property, the area must be clearly visible from adjacent public property such as a street or other public thoroughfare, sidewalk, or path. “Temporary installation” means artwork or art placed at a site for a limited time period, typically less than twenty (20) years, after which it is removed, replaced, or allowed to degrade, according to an agreed-upon schedule.

3.45.030 Funding.

A. Establish a Public Art Fund. The city shall establish a special revenue fund designated as the “public art fund” for the deposit of gifts, bequests to the city for public artwork, and other funds for works of art in accordance with the public art program. The public art fund is used exclusively as a means of isolating and identifying all monetary transactions pertaining to the city public art program, including in-lieu fees under SMC 19.51.030. Appropriation of funds to support the public art program shall be made to the public art fund, consistent with the city’s Agenda Item #7.6:

budget cycle, capital improvement plan, and major capital projects identified by the city council.

B. Annual City Allocation. An amount equal to one-quarter-of-one percent of the city of Sonoma’s budgeted general fund expenditure shall be appropriated annually to the city’s public art fund, provided that said appropriation shall be capped at $25,000 per fiscal year. The city council reserves the right, in its sole discretion, to waive or reduce the annual allocation if the city’s financial situation does not allow for the funding to be set aside. The city council shall adopt such a waiver or reduction by adopting a resolution setting forth the findings for the waiver.

3.45.040 Accounting Requirements.

Funds collected pursuant to this chapter, together with any interest, shall be maintained and accounted for to avoid comingling of such funds with other revenue. The public art fund shall be expended solely for the purpose for which they were collected. Any interest earned by such an account shall be deposited in that account and expended solely for the originally collected purpose. The city council may, by resolution, adopt regulations to implement this chapter upon recommendation from the cultural and fine arts commission.

Agenda Item #7.6:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 07 Oct 2026
Department
Finance
Staff Contact
Ryan Kodama, Accounting Manager
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute a Professional Services Agreement with Hinderliter, de Llamas & Associates (HdL) for Business License, Short-Term Rental and Transient Occupancy Tax Services for a two-year term, not to exceed $143,500 Summary
The City previously managed its business license and transient occupancy tax internally, but with more than 3,000 business licenses and 48 hospitality venues, this created a significant workload impact on staff. In addition, there wasn’t sufficient staff capacity to identify unlicensed businesses and to conduct audits of transient occupancy taxes.

To address these issues, the Finance Department researched and contracted with Hinderliter, de Llamas & Associates (HDL) in 2024 to manage business licenses, short-term rentals and transient occupancy taxes. In addition to administering and collecting taxes and fees for more than 3,000 businesses and nearly 50 lodging providers, HdL has produced the following:
 Conducted discovery of non-compliant businesses that resulted in an increase in business license revenue from $469,251 in FY24-25 to $638,858 in FY25-26;  Completed TOT audits of 12 properties, resulting in findings that would have increased revenue by $55,000 in the prior year just from the audit sample alone and are projected to provide a modest boost to TOT revenue going forward;  Established an online portal for the reporting and remitting of TOT, providing a convenient alternative to the manual reports and checks that operators were required to produce previously;
 Integrated business license review with TOT administration to ensure property operators are current on their business licenses
The current contract expired on September 30, 2026, and staff recommend continuing to contract with HdL for two more years (through September 30, 2028) to continue providing these services.

Recommended Council Action
Adopt the resolution
Alternative Actions
Council discretion
Financial Impact
The proposed agreement cost is not to exceed $143,500 and was included in the FY 2026-27 operational budget.

Agenda Item #7.7:

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution - HdL PSA
HdL PSA Consultant Services
2024 Agenda Report - PSA - HdL Companies
Agenda Item #7.7:

City of Sonoma
RESOLUTION # ________- 2026

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

MANAGER TO EXECUTE A PROFESSIONAL SERVICE AGREEMENT WITH HINDERLITER, DE

LLAMAS & ASSOCIATES (HDL) FOR BUSINESS LICENSE, SHORT-TERM RENTAL AND

TRANSIENT OCCUPANCY TAX SERVICES
WHEREAS, the City entered into that certain agreement dated October 1, 2024, with HdL to manage business license, short-term rental and transient occupancy tax, which agreement expired on September 30 ,2026; and
WHEREAS, the City desires to continue to utilize HdL for its business license, short-term rental and transient occupancy tax services, including discovery and audits; and WHEREAS, the expense for HdL’s professional services was included in the FY2026-27 operational budget of the General Fund, as adopted by the City Council on June 17, 2026.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Sonoma that the City Manager is authorized to execute a Professional Service Agreement with HdL for business license, short-term rental and transient occupancy tax services for a two (2) year term in an amount not-toexceed $143,500.

PASSED, RESOLVED, AND ADOPTED, at a Regular meeting of the City Council of the City of Sonoma on this 7th day of October 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________________________
Ron Wellander, Mayor
ATTEST:
____________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.7:

Professional Services Agreement
(City of Sonoma / Hinderliter de Llamas & Associates)
336531.4 Page 1 of 22
Approved for use: 7/1/2026

PROFESSIONAL SERVICES AGREEMENT

FOR CONSULTANT SERVICES
(City of Sonoma /Hinderliter de Llamas & Associates)

1. IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into as of the last date indicated below by and between the City of Sonoma, a California municipal corporation (“City”), and Hinderliter de Llamas & Associates, a California Corporation (“Consultant”) (collectively, “parties”).

2. RECITALS

2.1 City has determined that it requires the following professional services from a consultant: business license, transient occupancy tax and shortterm rental administration.

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

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

Agenda Item #7.7:

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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” for this project means Ryan Kodama, Accounting 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 Contractor.

3.2 “Approved Fee Schedule” means such compensation rates as are set forth in Consultant’s 2026 fee schedule to City attached hereto as “Exhibit B” and fully incorporated herein by this reference. This fee schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties.

3.3 “Commencement Date” means October 1, 2026.

3.4 “Consultant Project Administrator” means Joshua Davis, Vice President.

The Consultant Project Administrator will be the principal point of contact for the Consultant.

3.5 “Maximum Amount” means the highest total compensation and costs payable to Consultant by City under this Agreement. The Maximum Amount under this Agreement is one hundred and forty three thousand five hundred Dollars ($143,500).

3.6 “Scope of Services” means such professional services as are set forth in Consultant’s 2026 proposal to City attached hereto as “Exhibit A” and fully incorporated herein by this reference.

3.7 “Termination Date” means September 30, 2028.

4. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall terminate at 11:59 p.m. on the Termination Date unless extended in writing by mutual agreement of the parties or terminated earlier in accordance with Section 18 (“Termination”) below. Consultant may request extensions of time to Agenda Item #7.7:

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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 SERVICES

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

5.2 Consultant shall perform the services identified in the Scope of Services.

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

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

5.2.2 If the Consultant is of the opinion that any work s/he has been directed to perform is beyond the scope of this Agreement and constitutes extra work, s/he shall promptly notify the Agreement Administrator of this opinion. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Agreement and constitutes extra work. In the event that the City determines that such work does constitute extra work, it shall provide extra compensation to the Consultant on a fair and equitable basis. A Supplemental Agreement providing for such compensation for extra work shall be negotiated between the City and the Consultant. Such Supplemental Agreement shall be Agenda Item #7.7:

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executed by the Consultant and be approved by the City in accordance with its purchasing policy.

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

5.3 In no event shall the total compensation and costs payable to Consultant under this Agreement exceed the Maximum Amount unless specifically approved in advance and in writing by City. Consultant shall notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the Maximum Amount payable above. Consultant shall concurrently inform the Agreement Administrator, in writing, of Consultant’s estimate of total expenditures required to complete its current assignments before proceeding, when the remaining work on such assignments would exceed the Maximum Amount payable above.

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

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

5.6 Consultant represents that it has no known relationships with third parties, City Council Members, or employees of City which would (i) present a conflict of interest with the rendering of services under this Agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law, (ii) prevent Consultant from performing the terms of this Agreement, or Agenda Item #7.7:

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(iii) present a significant opportunity for the disclosure of confidential information.

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

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

5.9 Pursuant to Government Code section 1097.6, Consultant’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.

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

5.10 Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to Agenda Item #7.7:

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perform such services. The Consultant Project Administrator shall have direct responsibility for management of Consultant’s performance under this Agreement. No other person shall serve as Consultant Project Administrator without City’s prior written consent.

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

5.12 Consultant shall be responsible to City for all services to be performed under this Agreement. All subconsultants shall be approved by the Agreement Administrator and their billing rates identified in the Approved Fee Schedule, Exhibit B. City shall pay Consultant for work performed by its subconsultants (including labor) only at Consultant’s actual cost plus an approved mark-up as set forth in the Approved Fee Schedule, Exhibit B. Consultant shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subconsultants performing services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any subconsultants.

5.13 Consultant shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Consultant’s firm or of any subconsultant. Change of ownership or control of Consultant’s firm may require an amendment to the Agreement.

5.14 Prevailing Wage Notice.

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

Agenda Item #7.7:

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

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

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

6. COMPENSATION

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

6.2 Consultant shall submit to City an invoice, on a monthly basis or less frequently, for services performed pursuant to this Agreement. Each invoice shall identify the Maximum Amount, the 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. Consultant shall include a copy of each subconsultant invoice for which reimbursement is sought in the invoice.

6.3 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.

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

Agenda Item #7.7:

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7. 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.

8. RELATIONSHIP OF PARTIES

8.1 Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Consultant, its officers, employees and agents shall not have any power to bind or commit the City to any decision or course of action, and Consultant, its officers, employees and agents shall not represent to any person or party that it or they are acting as agents of the City or that it or they have the power to bind or commit the City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.

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

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

9. CONSULTANT PROJECT ADMINISTRATOR
In performing services under this Agreement, Consultant shall coordinate all contact with City through its Agreement Administrator. City reserves the right to change this designation upon written notice to Consultant. All services under this Agenda Item #7.7:

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Agreement shall be performed at the request of the Agreement Administrator, who will establish the timetable for completion of services and any interim milestones.

10. INDEMNIFICATION

10.1 The parties agree that City, its officers, agents, employees, and volunteers should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, taxes, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the parties intend the provisions of this indemnity provision to be interpreted and construed to provide the City with the fullest protection possible under the law.

Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to indemnify and protect City as set forth herein.

10.2 To the fullest extent permitted by law, Consultant shall indemnify, hold harmless, and when the City requests with respect to a claim provide a deposit for the defense of, and defend (with counsel satisfactory to City) City, its officers, agents, employees and volunteers from and against any and all claims, losses, costs and expenses for any damage due to death or injury to any person, whether physical, emotional, consequential or otherwise, and injury to any property arising out of or in connection with Consultant’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Consultant or any of its officers, employees, servants, agents, or subconsultants, or anyone directly or indirectly employed by either Consultant or its subconsultants, in the performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole active negligence or willful misconduct of the City. Such costs and expenses shall include reasonable attorneys’ fees due to counsel of City’s choice, expert fees and all other expenses of litigation.

Consultant shall not be entitled to any refund of attorneys’ fees, defense costs or expenses in the event that it is adjudicated to have been nonnegligent.

10.3 City shall have the right to offset against any compensation due Consultant under this Agreement any amount due City from Consultant as a result of Consultant’s failure to pay City promptly any indemnification arising under this Section 10 of this Agreement and any Agenda Item #7.7:

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amount due City from Consultant arising from Consultant’s failure either to (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

10.4 The obligations of Consultant under this Section 10 of this Agreement are not limited by the provisions of any workers’ compensation or similar statute. Consultant expressly waives its statutory immunity under such statutes as to City, its officers, agents, employees and volunteers.

10.5 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in Section 10 of this Agreement from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations from others, Consultant agrees to indemnify, hold harmless and defend City, its officers, agents, employees and volunteers from and against any and all claims, losses, costs and expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant’s subconsultants or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice.

10.6 City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

This hold harmless and indemnification provision shall apply whether or not any insurance policies apply to a claim, demand, damage, liability, loss, cost or expense.

10.7 In the event that Consultant or any employee, agent, or subconsultant of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, 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 subconsultants, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Agenda Item #7.7:

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10.8 Notwithstanding any federal, state, or local policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subconsultants providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in CalPERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for CalPERS benefits.

11. INSURANCE

11.1 During the term of this Agreement, Consultant shall carry, maintain, and keep in full force and effect 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.

11.2 Any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements or limits shall be available to City as an Additional Insured as provided below.

Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits 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.

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

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

11.3.2 Automobile Liability Insurance for vehicles used in connection with the performance of this Agreement with minimum limits of Two Million Dollars ($2,000,000) per claimant and Two Million dollars ($2,000,000) per incident. Automobile liability insurance shall be evidenced by ISO Form Number CA 0001 covering Code 1 Agenda Item #7.7:

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(any auto) or, if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned).

11.3.3 Worker’s Compensation insurance if and as required by the laws of the State of California.

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

11.4 Consultant shall require each of its subconsultants to maintain insurance coverage that meets all of the requirements of this Agreement provided however, that the Agreement Administrator may waive the provision of Errors and Omissions Insurance by subconsultants in his or her sole discretion.

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

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

11.7 At all times during the term of this Agreement, Consultant shall maintain on file with City’s Risk Manager a certificate or certificates of insurance showing that the required coverages are in effect and naming City and its officers, employees, agents and volunteers as Additional Insureds. Prior to commencement of work under this Agreement, Consultant shall file with Agenda Item #7.7:

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City’s Risk Manager such certificate(s) and Forms CG 20 10 07 04 and CG 20 37 07 04 or the substantial equivalent showing City as an Additional Insured.

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

11.9 The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming City and its officers, employees, agents and volunteers as Additional Insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to City. Consultant agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

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

11.11 All insurance coverage provided pursuant to this Agreement shall not prohibit Consultant, and Consultant’s employees, agents or subconsultants, from waiving the right of subrogation prior to a loss.

Consultant hereby waives all rights of subrogation against the City.

Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. However, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant, its employees, agents and subconsultants.

11.12 Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of City, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, Agenda Item #7.7:

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or Consultant shall procure a bond in the amount of the deductible or selfinsured retention to guarantee payment of losses and expenses.

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

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

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

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

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

12. MUTUAL COOPERATION

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

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

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

14. RECORDS AND INSPECTIONS
Agenda Item #7.7:

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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. City shall further have the right to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under the Agreement.

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

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

Agenda Item #7.7:

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If to City:

Ryan Kodama
City of Sonoma
Finance Department
No. 1 The Plaza
Sonoma, CA 95476
Telephone: (707) 938-3681
Facsimile: (707) 938-3934
Email: [email protected]
If to Consultant:

TBD
[Company]
[Address]
[Address]
Telephone: [Insert]
Facsimile: [Insert]
Email: [Insert]
With courtesy copy to:

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

17. SURVIVING COVENANTS
The parties agree that the covenants contained in Paragraph 8.2, Section 10, Paragraph 12.2, Section 13, and Section 14 of this Agreement shall survive the expiration or termination of this Agreement.

18. TERMINATION

18.1 The City may, in its sole and unfettered discretion and without cause, terminate this Agreement at any time prior to completion by Consultant of the services required. Notice of Termination of this Agreement shall be given in writing to Consultant and shall be sufficient and complete when same is emailed to Consultant and simultaneously deposited in the United States mail postage prepaid and certified, addressed as set forth in Section 16 of this Agreement. The Agreement shall be terminated upon receipt of the Notice of Termination by Consultant. If City should terminate this Agreement, the Consultant shall be compensated for all work satisfactorily performed prior to time of receipt of termination notice, and shall be compensated for materials ordered by the Consultant or his/her Agenda Item #7.7:

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employees, or services of others ordered by the Consultant or his/her employees prior to receipt of Notice of Termination whether or not such materials or final instruments of services of others have actually been delivered, provided that the Consultant or its employees are not able to cancel such orders for materials or services of others. Compensation for the Consultant in the event of termination by the City shall be determined by the City Manager in accordance with the percentage of project completed. In the event that this Agreement is terminated pursuant to this Paragraph 18.1, Consultant shall not be entitled to any additional compensation over that provided herein; nor shall Consultant be entitled to payment for any alleged damages or injuries (including lost opportunity damages) purportedly caused by the termination of this Agreement by the City pursuant hereto.

18.2 Consultant may terminate this Agreement upon thirty (30) days written notice to the City only for good cause. Consultant’s written notice of termination shall contain a full explanation of the facts and circumstances constituting good cause. In the event of termination, all notes, sketches, computations, drawings and specifications, or other data, whether complete or not, produced through the time of the City’s last payment shall be relinquished to the City. The City may, at its own expense, make copies or extract information from any such notes, sketches, computations, drawings, and specifications, or other data whether complete or not.

18.3 Should the Consultant fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may terminate this Agreement by giving written notice of such termination, stating the reasons for such termination in such event. Consultant shall be compensated as above, provided, however, there shall be deducted from such amount the amount of damage if any, sustained by City by virtue of the Consultant’s breach of this Agreement.

18.4 In no event shall Consultant be entitled to receive more than the Maximum Amount that would be paid to Consultant for the full performance of the services required by this Agreement as provided in Paragraph 3.5 above and as otherwise provided in this Agreement.

19. GENERAL PROVISIONS
Agenda Item #7.7:

Professional Services Agreement
(City of Sonoma / Hinderliter de Llamas & Associates)
336531.4 Page 18 of 22
Approved for use: 7/1/2026

19.1 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.

19.2 In the performance of this Agreement, Consultant shall not discriminate against any employee, subconsultant, or applicant for employment because of race, color, 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.

Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition (cancer-related), marital status, ancestry, sexual orientation, or any other unlawful basis. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training, Consultant agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.

19.3 Each party had an opportunity to consult with an attorney in reviewing and drafting this Agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting.

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

Agenda Item #7.7:

Professional Services Agreement
(City of Sonoma / Hinderliter de Llamas & Associates)
336531.4 Page 19 of 22
Approved for use: 7/1/2026

19.5 The waiver by City or Consultant of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. No term, covenant or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing signed by one authorized to bind the party to be charged with the waiver.

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

19.7 Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, the party prevailing in such action, whether or not reduced to judgment, shall be entitled to its reasonable court costs, including any accountants’ and attorneys’ fees expended in the action. The venue for any litigation shall be Sonoma County, California and Consultant hereby consents to jurisdiction in Sonoma County for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.

19.8 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 in its amended form shall be enforceable. 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 thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

Agenda Item #7.7:

Professional Services Agreement
(City of Sonoma / Hinderliter de Llamas & Associates)
336531.4 Page 20 of 22
Approved for use: 7/1/2026

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

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

19.11 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.

19.12 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.

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

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

19.15 The recitals are incorporated by this reference.

Agenda Item #7.7:

Professional Services Agreement
(City of Sonoma / Hinderliter de Llamas & Associates)
336531.4 Page 21 of 22
Approved for use: 7/1/2026
[Signatures on following page]
Agenda Item #7.7:

Professional Services Agreement
(City of Sonoma / Hinderliter de Llamas & Associates)
336531.4 Page 22 of 22
Approved for use: 7/1/2026
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement as of the last date indicated below:
“City”
City of Sonoma
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
“Consultant”
Hinderliter de Llamas & Associates
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
Attest:

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

Approved as to form:

By:__________________________________
David J. Ruderman, City Attorney

Date:________________________
Agenda Item #7.7:

Professional Services Agreement
(City of Sonoma / Hinderliter de Llamas & Associates)
336531.4 Page 23 of 1
Approved for use: 7/1/2026
“EXHIBIT A”
Scope of Work
Agenda Item #7.7:

1211802.2 Page 1 of 2

SCOPE OF SERVICES
Business License Tax and Fees Administration
Consultant will provide the following Services relative to Client’s business license tax administration.

1. Operations Management Services

1.1. Establish and maintain database of Client businesses.

1.2. Receive and process applications, renewals and payments in a timely fashion.

1.3. Send renewal notices to active businesses within 30 days of the renewal period end date or at another interval specified by Client.

1.4. Provide businesses multiple options for submitting applications, renewals, payments, or support requests (including via website, email, mail, phone, and fax. Consultant license specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific).

1.5. Remit revenue to Client no less than monthly.

1.6. Provide Client staff access to website portal offering business registry inquiry, reporting, and electronic department approval capabilities.

2. Compliance Services: 1) Identify and register businesses which are subject to licensure or taxation, 2) collect known debt as pertains to business license or tax, and 3) identify under-reported tax liability.

2.1. Discovery Services

2.1.1.Develop a list of businesses subject to Client licensure or taxation.

2.1.2.Notify non-compliant businesses of their options to comply or dispute their non-compliant status.

Notification and support to businesses will be facilitated through the website, mail, email, phone and fax.

2.1.3.Review information and forms submitted by the business for completion and accuracy, inclusive of any additional required documentation (i.e. home occupation permit). All submissions are filed and stored electronically and made available to Client upon request.

2.1.4.Provide businesses with detailed invoicing and options to pay via website, mail, and phone.

2.1.5.Remit revenue to Client no less than monthly, along with all business applications and any additional documentation.

2.2. Collection Services

2.2.1.Identify businesses subject to Client licensure or taxation which have known debt to Client and have failed to pay within an appropriate time frame.

2.2.2.Notify businesses of their options to comply or dispute their non-compliant status.

2.2.3.Provide businesses with detailed invoicing and options to pay via website, mail and phone.

2.2.4.Remit revenue to Client no less than monthly.

2.3. Audit Services

2.3.1. Identify potential under-reporting and/or misclassified businesses.

2.3.2.Audit businesses mutually agreed to by Client and Consultant that are identified as potential under-reporting businesses.

2.3.3.Submit audit summaries to Client and discuss further actions.

2.3.4.Educate businesses on proper reporting practices.

2.3.5.Invoice and collect identified deficiencies.

3. Online Payment Processing – Consultant’s services include PCI compliant payment processing services which supports both credit card and eCheck transactions.

3.1. Client Responsibilities

3.1.1.As a condition to its receipt of the Service, Client shall execute and deliver any and all applications, agreements, certifications or other documents required by Consultant’s payment Agenda Item #7.7:

1211802.2 Page 2 of 2
processor, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by Consultant’s payment processor. “Network” is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.

3.1.2.Client hereby grants Consultant the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights.

Transient Occupancy Tax Administration
Consultant will provide the following Services relative to Client’s transient occupancy tax administration.

4. Operations Management Services

4.1. Establish and maintain database of Client lodging providers.

4.2. Receive and process registrations, tax returns and payments in a timely fashion.

4.3. Provide lodging providers multiple options for submitting registrations, tax returns, payments, or support requests (including via website, email, mail, phone, and fax. Consultant tax specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific).

4.4. Remit revenue to Client no less than monthly.

4.5. Provide Client staff access to website portal offering lodging provider registry inquiry and reporting capabilities.

4.6. Endeavor to ensure accurate filings of returns by consistently monitoring returns, providing compliance audits, and educating lodging providers as mutually agreed to by Client and Consultant.

4.7. Provide analysis reports monthly and annually provide revenue trends and key insights on Client lodging providers.

Short-Term Rentals Tax Administration.

Consultant will provide the following Services relative to Client’s short-term rentals transient occupancy tax administration.

5. Operations Management Services

5.1. Establish and maintain database of Client’s short-term rental lodging providers.

5.2. Receive and process registrations, tax returns and payments in a timely fashion.

5.3. Provide lodging providers multiple options for submitting registrations, tax returns, payments, or support requests (including via website, email, mail, phone, and fax. Consultant tax specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific).

5.4. Remit revenue to Client no less than monthly.

5.5. Provide Client staff access to website portal offering lodging provider registry inquiry and reporting capabilities.

5.6. Provide analysis reports monthly and annually provide revenue trends and key insights on Client lodging providers.

Agenda Item #7.7:

336531.4
“EXHIBIT B”
Approved Fee Schedule
Agenda Item #7.7:

1211802.2 Page 1 of 3
FEES
Business License Tax and Fees Administration

1. Operations Management Services

1.1. Fees for performing operations management Services shall be $18.48 for each processed account, which is any account for which an application or renewal/return was processed, or active account which was sent a renewal notice.

1.1.1.Fees will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%.

1.2. Fees related to travel and lodging expenses are billed at cost and apply to all meetings (including implementation, training, operations and support). All such expenses only apply to out of scope travel and must therefore be pre-approved by Client.

1.3. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client’s monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

2. Compliance Services

2.1. Fees for performing compliance Services apply to all monies received for the current tax/license period and any other prior period collected (including monies received for taxes, penalties, interest, and fees).

2.1.1.Fees for performing discovery Services shall be a contingency Fee of 40% of the revenues received as a result of the Services.

2.1.2.In the event that Client discovers a non-compliant business and reports the business to Consultant (including a calculation of all taxes/fees due), Consultant will categorize the business as a collection service effort and thus apply the lower collection Services contingency Fee rate.

2.1.3.Fees for performing collection Services shall be a contingency Fee of 25% of the revenues received as a result of the Services.

2.1.4.Fees for performing audit Services shall be a contingency Fee of 40% of the revenues received as a result of the Services.

2.2. Consultant recognizes Client’s authority to waive or reduce the tax/fee debt of a business. Should Client decide to do so for a business whose deficiency was identified by Consultant, Consultant shall be entitled to compensation in the amount of one half (1/2) of the Fees Consultant would have otherwise earned. Deficiencies which are uncollectable due to insolvency or dissolution of the business, or for deficiencies which are otherwise incapable of collection (i.e. statute of limitation or other legal defense) shall not be considered a Client voluntary election to waive, and thus, Consultant would not be entitled to compensation related thereto under this provision.

2.3. The fee shall be paid notwithstanding any related Client assistance, work in parallel, and/or incurrence of attorneys’ fees or other costs or expenses in connection, with the relevant Services.

2.4. Fees related to travel and lodging expenses are billed at cost and applied to all meetings (including implementation, training, operations, and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by Client.

Agenda Item #7.7:

1211802.2 Page 2 of 3

2.5. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client’s monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

3. Payment Processing – Consultant will configure payment processing services to utilize either a taxpayer funded model (convenience fee) or Client funded model, as directed by Client. Client may switch between these models upon written request to Consultant. Fees for each of these payment processing models are detailed here.

3.1. Taxpayer funded model – Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment.

3.1.1.Credit and debit card processing – 2.9% of transaction amount, minimum of $2.00

3.1.2.ACH/eCheck processing - $2.50 per transaction

3.2. Client funded

3.2.1.Credit and debit card processing – 2.9% of transaction amount

3.2.2.ACH/eCheck processing - $0.75 per transaction

3.3. Returned payments/NSF fee – Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of $25.00, to be applied to the taxpayers account.

3.4. Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.

4. Other Services

4.1. Council meeting – Fee for Consultant to attend a council meeting is $2,500.00.

4.2. Hourly rates – Consultant’s current hourly rates are as follows:

4.2.1.Principal - $325/hr

4.2.2.Programmer - $295/hr

4.2.3.Senior Analyst - $245/hr

4.2.4.Analyst - $195/hr
Transient Occupancy Tax Administration

5. Operations Management Services

5.1. Fees for performing operations management Services shall be $924.00 per year for each filing property.

5.1.1.Fees will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%.

5.2. Fees for any travel and lodging expenses will be billed at cost and applied to all meetings (including implementation, training, operations and support).

5.3. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client’s monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

Agenda Item #7.7:

1211802.2 Page 3 of 3
Short-Term Rentals Tax Administration.

6. Operations Management Services

6.1. Fees for performing operations management Services shall be $18.48 per filing.

6.1.1.Fees will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%.

6.2. Fees for any travel and lodging expenses will be billed at cost and applied to all meetings (including implementation, training, operations and support).

6.3. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client’s monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

Agenda Item #7.7:

336531.4
“EXHIBIT C”
Campaign Contribution Disclosure Form
Agenda Item #7.7:

336531.4

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 individual acting as an agent also is acting as an employee or member of a law, architectural, engineering, or consulting firm, or a similar entity or corporation, both the individual and the entity or corporation are agents.

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

To determine whether 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:

Document No: ______________________________
Agenda Item #7.7:

336531.4
Agenda Item #7.7:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 18 Sep 2024
Department
Finance
Staff Contact
Jennifer Gates, AICP, Community Development
Director
Prapti Aryal, Finance Director
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute a Professional Services Agreement with Hinderliter De Llamas & Associates (HdL Companies) for Business License Administrative Services, Short Term Rental (STR) Administrative Services and Transient Occupancy Tax (TOT) Administrative Services
Summary
Currently, the City operates its business license and TOT process internally. This process requires significant staff time during various periods throughout the year, inclusive of maintaining the administrative record through a business license software program, significant manual entries/forms, and in-person payments that require additional administrative procedures. Currently, the City has over 2,550 business licenses and 69 properties to manage and a limited way to address delinquencies or enforce businesses that may require a business license but have not obtained one or pay TOT. The agreement with HdL company will take advantage of updated technology tools and add the appropriate capacity to efficiently manage these fees and actively identify those that are not paying the required TOT or business license fees, resulting in additional revenue to the City.

The City continues to look for ways to not only improve efficiency but sustainably maintain service delivery and identify loss of revenue. This is a key function that will address customer service, revenue stability and transparency for the City. This contract with HdL Companies will offer full business license, TOT and STR administration service that will allow City staff to transition to address other critical needs in the Finance Department.

Recommended Council Action
Adopt the resolution.

Alternative Actions
Council discretion.

Financial Impact
Approval of this professional services agreement will have a minimum fiscal impact on the General Fund because the existing cost of managing the Business License will be replaced by this agreement. The current software (about $16,000/year), payment service (about $11,100/year) and the staff time and additional revenue will offset the cost of this new contract with HdL.

Per the attached proposal, cost break-down is as follows:

Agenda Item #7.7:

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution
PSA - HdL
HdL BL Admin Proposal
Agenda Item #7.7:

City of Sonoma
RESOLUTION # _______ - 2024

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA AUTHORIZING

THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICE AGREEMENT

WITH THE HINDERLITER DE LLAMAS & ASSOCIATES (HDL COMPANIES) FOR

BUSINESS LICENSE ADMINISTRATIVE SERVICES, SHORT TERM RENTAL

ADMINSTRATIVE SERVICES AND TRANSIENT OCCUPANCY TAX SERVICES WHEREAS, the City Finance Department desires to enter an agreement with HDL Companies to manage the Business License Administrative Services, Short Term Rental Administrative Services and Transient Occupancy Tax (TOT) Services; and WHEREAS, the proposed professional services will make the City Business License Administration services more efficient and cost effective; and WHEREAS, the proposed professional services will improve process for delinquent accounts and will improve revenue by discovery and audits; and
WHEREAS, the proposed system will increase departmental capabilities and allows staff to work on other projects without interrupting Business License, TOT and Short Term Rental Administrative services, and
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Sonoma hereby authorizes the City Manager to execute a Professional Services Agreement with the HDL Companies for Business License Administrative Services, Short Term Rental Administrative Services and Transient Occupancy Tax Services.

PASSED, RESOLVED, AND ADOPTED, at a Regular meeting of the City Council of the City of Sonoma on this 18th day of September 2024, by the following vote:

AYES:

NOES:

ABSENT:

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

Professional Services Agreement
(City of Sonoma / HdL Companies)
336531.1 Page 1 of 21
Approved for use 12/28/2023

PROFESSIONAL SERVICES AGREEMENT

FOR CONSULTANT SERVICES
(City of Sonoma / Hinderliter De Llamas & Associates)

1. IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into as of the last date indicated below by and between the City of Sonoma, a California municipal corporation (“City”), and _Hinderliter De Llamas & Associates “Consultant”) (collectively, “parties”).

2. RECITALS

2.1 City has determined that it requires the following professional services from a consultant: Business License, Transient Occupancy Tax and Shortterm rental administration.

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

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

Agenda Item #7.7:

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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” for this project means Prapti Aryal, Finance Director. The Agreement Administrator shall be the principal point of contact at the City for this project. All services under this Agreement shall be performed at the request of the Agreement Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. City reserves the right to change this designation upon written notice to Contractor.

3.2 “Approved Fee Schedule” means such compensation rates as are set forth in Consultant’s September 10, 2024, fee schedule to City attached hereto as “Exhibit B” and fully incorporated herein by this reference. This fee schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties.

3.3 “Commencement Date” means October 2024.

3.4 “Consultant Project Administrator” means Connor Duckworth, HdL Companies. The Consultant Project Administrator will be the principal point of contact for the Consultant.

3.5 “Maximum Amount” means the highest total compensation and costs payable to Consultant by City under this Agreement.

3.6 “Scope of Services” means such professional services as are set forth in Consultant’s September 10, 2024, proposal to City attached hereto as “Exhibit A” and fully incorporated herein by this reference.

3.7 “Termination Date” means September 2026.

4. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall terminate at 11:59 p.m. on the Termination Date unless extended in writing by mutual agreement of the parties or terminated earlier in accordance with Section 18 (“Termination”) below. Consultant may request extensions of time to perform the services required hereunder. Such extensions shall be effective if Agenda Item #7.7:

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authorized in advance by City in writing and incorporated in written amendments to this Agreement.

5. CONSULTANT’S SERVICES

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

5.2 Consultant shall perform the services identified in the Scope of Services.

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

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

5.2.2 If the Consultant is of the opinion that any work s/he has been directed to perform is beyond the scope of this Agreement and constitutes extra work, s/he shall promptly notify the Agreement Administrator of this opinion. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Agreement and constitutes extra work. In the event that the City determines that such work does constitute extra work, it shall provide extra compensation to the Consultant on a fair and equitable basis. A Supplemental Agreement providing for such compensation for extra work shall be negotiated between the City and the Consultant. Such Supplemental Agreement shall be Agenda Item #7.7:

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executed by the Consultant and be approved by the City in accordance with its purchasing policy.

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

5.3 In no event shall the total compensation and costs payable to Consultant under this Agreement exceed the Maximum Amount unless specifically approved in advance and in writing by City. Consultant shall notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the Maximum Amount payable above. Consultant shall concurrently inform the Agreement Administrator, in writing, of Consultant’s estimate of total expenditures required to complete its current assignments before proceeding, when the remaining work on such assignments would exceed the Maximum Amount payable above.

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

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

5.6 Consultant represents that it has no known relationships with third parties, City Council Members, or employees of City which would (i) present a conflict of interest with the rendering of services under this Agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law, (ii) prevent Consultant from performing the terms of this Agreement, or Agenda Item #7.7:

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(iii) present a significant opportunity for the disclosure of confidential information.

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

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

5.9 Consultant’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City.

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

5.10 Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. The Consultant Project Administrator shall have direct responsibility for management of Consultant’s performance under Agenda Item #7.7:

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this Agreement. No other person shall serve as Consultant Project Administrator without City’s prior written consent.

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

5.12 Consultant shall be responsible to City for all services to be performed under this Agreement. All subconsultants shall be approved by the Agreement Administrator and their billing rates identified in the Approved Fee Schedule, Exhibit B. City shall pay Consultant for work performed by its subconsultants (including labor) only at Consultant’s actual cost plus an approved mark-up as set forth in the Approved Fee Schedule, Exhibit B. Consultant shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subconsultants performing services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any subconsultants.

5.13 Consultant shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Consultant’s firm or of any subconsultant. Change of ownership or control of Consultant’s firm may require an amendment to the Agreement.

5.14 Prevailing Wage Notice.

5.14.1 This Agreement is subject to prevailing wage law, for all work performed under the Agreement for which the payment of
prevailing wages is required under the California Labor Code. In particular, Consultant acknowledges that prevailing wage determinations are available for the performance of inspection and survey work.

5.14.2 In the event Consultant will perform inspection services, City or authorized representatives of the City shall have the right to inspect the work of such services whenever such representatives may deem such inspection to be desirable or necessary. Inspections by the City do not in any way relieve or minimize the responsibility of Consultant to conduct the inspections Consultant has expressly agreed to perform pursuant to this Agreement. Consultant shall be Agenda Item #7.7:

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solely liable for said inspections performed by Consultant.

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

6. COMPENSATION

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

6.2 Consultant shall submit to City an invoice, on a monthly basis or less frequently, for services performed pursuant to this Agreement. Each invoice shall identify the Maximum Amount, the 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. Consultant shall include a copy of each subconsultant invoice for which reimbursement is sought in the invoice.

6.3 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.

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

7. 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.

8. RELATIONSHIP OF PARTIES
Agenda Item #7.7:

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8.1 Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Consultant, its officers, employees and agents shall not have any power to bind or commit the City to any decision or course of action, and Consultant, its officers, employees and agents shall not represent to any person or party that it or they are acting as agents of the City or that it or they have the power to bind or commit the City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.

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

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

9. CONSULTANT PROJECT ADMINISTRATOR
In performing services under this Agreement, Consultant shall coordinate all contact with City through its Agreement Administrator. City reserves the right to change this designation upon written notice to Consultant. All services under this Agreement shall be performed at the request of the Agreement Administrator, who will establish the timetable for completion of services and any interim milestones.

10. INDEMNIFICATION

10.1 The parties agree that City, its officers, agents, employees, and volunteers should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, taxes, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the parties intend the provisions of this indemnity provision to be interpreted and construed to Agenda Item #7.7:

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provide the City with the fullest protection possible under the law.

Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to indemnify and protect City as set forth herein.

10.2 To the fullest extent permitted by law, Consultant shall indemnify, hold harmless, and when the City requests with respect to a claim provide a deposit for the defense of, and defend (with counsel satisfactory to City) City, its officers, agents, employees and volunteers from and against any and all claims, losses, costs and expenses for any damage due to death or injury to any person, whether physical, emotional, consequential or otherwise, and injury to any property arising out of or in connection with Consultant’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Consultant or any of its officers, employees, servants, agents, or subconsultants, or anyone directly or indirectly employed by either Consultant or its subconsultants, in the performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole active negligence or willful misconduct of the City. Such costs and expenses shall include reasonable attorneys’ fees due to counsel of City’s choice, expert fees and all other expenses of litigation.

Consultant shall not be entitled to any refund of attorneys’ fees, defense costs or expenses in the event that it is adjudicated to have been nonnegligent.

10.3 City shall have the right to offset against any compensation due Consultant under this Agreement any amount due City from Consultant as a result of Consultant’s failure to pay City promptly any indemnification arising under this Section 10 of this Agreement and any amount due City from Consultant arising from Consultant’s failure either to (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

10.4 The obligations of Consultant under this Section 10 of this Agreement are not limited by the provisions of any workers’ compensation or similar statute. Consultant expressly waives its statutory immunity under such statutes as to City, its officers, agents, employees and volunteers.

10.5 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in Section 10 of this Agreement Agenda Item #7.7:

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from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations from others, Consultant agrees to indemnify, hold harmless and defend City, its officers, agents, employees and volunteers from and against any and all claims, losses, costs and expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant’s subconsultants or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice.

10.6 City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

This hold harmless and indemnification provision shall apply whether or not any insurance policies apply to a claim, demand, damage, liability, loss, cost or expense.

10.7 In the event that Consultant or any employee, agent, or subconsultant of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, 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 subconsultants, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

10.8 Notwithstanding any federal, state, or local policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subconsultants providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in CalPERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for CalPERS benefits.

Agenda Item #7.7:

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11. INSURANCE

11.1 During the term of this Agreement, Consultant shall carry, maintain, and keep in full force and effect 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.

11.2 Any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements or limits shall be available to City as an Additional Insured as provided below.

Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits 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.

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

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

11.3.2 Automobile Liability Insurance for vehicles used in connection with the performance of this Agreement with minimum limits of Two Million Dollars ($2,000,000) per claimant and Two Million dollars ($2,000,000) per incident. Automobile liability insurance shall be evidenced by ISO Form Number CA 0001 covering Code 1 (any auto) or, if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned).

11.3.3 Worker’s Compensation insurance if and as required by the laws of the State of California.

11.3.4 Professional Errors and Omissions Insurance with coverage limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate. In the event Consultant’s policy is a “claims made” policy only covering those Agenda Item #7.7:

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claims made during the policy period, then Consultant agrees to maintain the professional liability insurance required hereunder and with respect to this project in effect for at least three (3) years after acceptance of the work. The retroactive date of the policy must be shown and must be before the Commencement Date of this Agreement. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date before the Commencement Date of this Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of three (3) years after completion of work.

11.4 Consultant shall require each of its subconsultants to maintain insurance coverage that meets all of the requirements of this Agreement provided however, that the Agreement Administrator may waive the provision of Errors and Omissions Insurance by subconsultants in his or her sole discretion.

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

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

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

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

Agenda Item #7.7:

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11.9 The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming City and its officers, employees, agents and volunteers as Additional Insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to City. Consultant agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

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

11.11 All insurance coverage provided pursuant to this Agreement shall not prohibit Consultant, and Consultant’s employees, agents or subconsultants, from waiving the right of subrogation prior to a loss.

Consultant hereby waives all rights of subrogation against the City.

Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. However, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant, its employees, agents and subconsultants.

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

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

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

Agenda Item #7.7:

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

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

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

12. MUTUAL COOPERATION

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

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

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

14. RECORDS AND INSPECTIONS
Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period 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. City shall further have the right to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

Agenda Item #7.7:

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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 the Agreement.

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

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

If to City:

Prapti Aryal
City of Sonoma
Finance Director
No. 1 The Plaza
Sonoma, CA 95476
Telephone: (707) 938-3681
Facsimile: (707) 938-3934
Email: [email protected]
If to Consultant:

TBD
[Company]
[Address]
[Address]
Telephone: [Insert]
Facsimile: [Insert]
Email: [Insert]
With courtesy copy to:

David J. Ruderman, Sonoma City Attorney
Colantuono, Highsmith & Whatley, PC
Agenda Item #7.7:

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670 W. Napa Street, Suite F
Sonoma, CA 95476
Telephone: (707) 986-8091
Facsimile: (707) 509-7295
Email: [email protected]

17. SURVIVING COVENANTS
The parties agree that the covenants contained in Paragraph 8.2, Section 10, Paragraph 12.2, Section 13, and Section 14 of this Agreement shall survive the expiration or termination of this Agreement.

18. TERMINATION

18.1 The City may, in its sole and unfettered discretion and without cause, terminate this Agreement at any time prior to completion by Consultant of the services required. Notice of Termination of this Agreement shall be given in writing to Consultant and shall be sufficient and complete when same is emailed to Consultant and simultaneously deposited in the United States mail postage prepaid and certified, addressed as set forth in Section 16 of this Agreement. The Agreement shall be terminated upon receipt of the Notice of Termination by Consultant. If City should terminate this Agreement, the Consultant shall be compensated for all work satisfactorily performed prior to time of receipt of termination notice, and shall be compensated for materials ordered by the Consultant or his/her employees, or services of others ordered by the Consultant or his/her employees prior to receipt of Notice of Termination whether or not such materials or final instruments of services of others have actually been delivered, provided that the Consultant or its employees are not able to cancel such orders for materials or services of others. Compensation for the Consultant in the event of termination by the City shall be determined by the City Finance Director in accordance with the percentage of project completed. In the event that this Agreement is terminated pursuant to this Paragraph 18.1, Consultant shall not be entitled to any additional compensation over that provided herein; nor shall Consultant be entitled to payment for any alleged damages or injuries (including lost opportunity damages) purportedly caused by the termination of this Agreement by the City pursuant hereto.

Agenda Item #7.7:

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18.2 Consultant may terminate this Agreement upon thirty (30) days written notice to the City only for good cause. Consultant’s written notice of termination shall contain a full explanation of the facts and circumstances constituting good cause. In the event of termination, all notes, sketches, computations, drawings and specifications, or other data, whether complete or not, produced through the time of the City’s last payment shall be relinquished to the City. The City may, at its own expense, make copies or extract information from any such notes, sketches, computations, drawings, and specifications, or other data whether complete or not.

18.3 Should the Consultant fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may terminate this Agreement by giving written notice of such termination, stating the reasons for such termination in such event. Consultant shall be compensated as above, provided, however, there shall be deducted from such amount the amount of damage if any, sustained by City by virtue of the Consultant’s breach of this Agreement.

18.4 In no event shall Consultant be entitled to receive more than the Maximum Amount that would be paid to Consultant for the full performance of the services required by this Agreement as provided in Paragraph 3.5 above and as otherwise provided in this Agreement.

19. GENERAL PROVISIONS

19.1 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.

19.2 In the performance of this Agreement, Consultant shall not discriminate against any employee, subconsultant, or applicant for employment because of race, color, 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. Consultant shall take affirmative action to ensure that applicants are employed, and that employees are Agenda Item #7.7:

Professional Services Agreement
(City of Sonoma / HdL Companies)
336531.1 Page 18 of 21
Approved for use 12/28/2023
treated during employment without regard to race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition (cancer-related), marital status, ancestry, sexual orientation, or any other unlawful basis. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training, Consultant agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.

19.3 Each party had an opportunity to consult with an attorney in reviewing and drafting this Agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting.

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

19.5 The waiver by City or Consultant of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. No term, covenant or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing signed by one authorized to bind the party to be charged with the waiver.

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

Agenda Item #7.7:

Professional Services Agreement
(City of Sonoma / HdL Companies)
336531.1 Page 19 of 21
Approved for use 12/28/2023

19.7 Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, the party prevailing in such action, whether or not reduced to judgment, shall be entitled to its reasonable court costs, including any accountants’ and attorneys’ fees expended in the action. The venue for any litigation shall be Sonoma County, California and Consultant hereby consents to jurisdiction in Sonoma County for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.

19.8 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 in its amended form shall be enforceable. 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 thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

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

19.10 All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the provisions of this Agreement and those of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations herefrom Agenda Item #7.7:

Professional Services Agreement
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Approved for use 12/28/2023
shall be effective and binding only if made in writing and executed on behalf of the City and Consultant.

19.11 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.

19.12 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.

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

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

19.15 The recitals are incorporated by this reference.
[Signatures on following page]
Agenda Item #7.7:

Professional Services Agreement
(City of Sonoma / HdL Companies)
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Approved for use 12/28/2023
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement as of the last date indicated below:
“City”
City of Sonoma
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
“Consultant”
[Name of Company or Individual]
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
Attest:

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

By:__________________________________
David J. Ruderman, City Attorney
Date:________________________
Agenda Item #7.7:

Professional Services Agreement
(City of Sonoma / HdL Companies)
336531.1 Page 22 of 1
Approved for use 12/28/2023
“EXHIBIT A”
Scope of Work
Agenda Item #7.7:

336531.1
“EXHIBIT B”
Approved Fee Schedule
Agenda Item #7.7:

336531.1
“EXHIBIT C”
Campaign Contribution Disclosure Form
Agenda Item #7.7:

336531.1

CAMPAIGN CONTRIBUTION

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

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

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

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

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

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

CAMPAIGN CONTRIBUTION

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

1. ____________________________________

2. ____________________________________

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

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

1. ____________________________________

2. ____________________________________

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

Printed Name
Signature
Agenda Item #7.7:

336531.1
is a party to a proceeding, the majority shareholder
is subject to these provisions.

Date Phone
Agenda Item #7.7:

City of
Sonoma, CA
Tax & Fee Administration Services
September 9, 2024

SUBMITTED BY
HdL Companies
120 S. State College Blvd., Suite 200
Brea, CA 92821
hdlcompanies.com

CONTACT
Connor Duckworth
T: 714-879-5000
E: [email protected]
Agenda Item #7.7:

Thank you for the opportunity to present this proposal for HdL’s Services:
• HdL Business License Administration/Compliance Services • HdL Transient Occupancy Tax Administration Services
• HdL Short Term Rental Administration Services
Please be advised that we maintain a busy implementation schedule throughout the year. Your position in the implementation schedule will be determined when a signed agreement is received.

This proposal is valid until: November 30, 2024. Should you have any questions, please contact me at 888.861.0220 or by email at [email protected].

Tax and Fee Services
Service Compensation
Business License Tax Administration
(includes discovery/audits)
$18.00/processed account + CPI
Business License Tax Discovery 40% of Revenues Collected Business License Tax Audit 40% of Revenues Collected
Transient Occupancy Tax
Administration
$900.00/property/year + CPI
Short Term Rental Administration $18.00/processed account + CPI Implementation Fee $5,000.00 One-time fee
Payment transactions are subject to typical payment processing and returned payment fees. HdL supports both agency funded (fees paid by City) and convenience fee (fees paid by taxpayer) models.

HDL BUSINESS LICENSE TAX ADMINISTRATION SERVICES
General Scope of Services
Business License Tax Administration (Includes Revenue Discovery and Audits) The Business License Tax Administration Service provides a turnkey approach for local governments that need assistance with administering business license taxes. Our team of experts can manage all or parts of the business tax operations conducted by the City. When combined with the Compliance Management services, the City receives the benefit of increased revenues and superior customer service, while reducing internal costs and gaining efficiencies.

Agenda Item #7.7:

HdL will transfer the City’s existing databases as they relate to business license tax into HdL’s internal administration tools. HdL will maintain the data and provide access to or copies of data or reports at the City’s request. While access to online systems will be available for the City to use at their discretion, the City will not be required to use or maintain any software in house for managing the business license registry.

Renewal Processing – Send active business license accounts a renewal notice within 45 days of the renewal period ending. Accounts will receive all applicable forms necessary to complete the renewal process.

New Account Processing – HdL will process any new business license applications and complete the new account registration process in a timely fashion. HdL will also facilitate intracity departmental approvals such as zoning, code compliance, fire inspection, and other regulatory related functions.

Delinquent Account Processing – HdL will endeavor to collect delinquent accounts through a series of City approved processing methods. This will include at minimum two follow up delinquent notice and up to two telephone calls. Delinquent accounts will be collected with full penalties as allowed by the Municipal code or through current City practices. Accounts that remain delinquent will be processed through the City approved processes established in HdL’s collections component of the Compliance Management Program.

On-Line Filing & Payment Processing – HdL registers a City approved domain name which will serve as the starting point for all web-based activities. This City specific site is designed to look and feel like the City’s own web pages and ensures a level of continuity between the business community, the City, and HdL.

With HdL Flex File, businesses can choose to file their new business registration as well as renew their license and make payments via our on-line filing portal. In addition to filing and paying for taxes, businesses can obtain copies of applications, general support and FAQs, schedule appointments and request copies of their tax registration all with the click of a button. Our on-line services underscore HdL’s commitment to excellence in customer service and education by continually improving the registration and payment experience for the business community.

Payment Posting/Processing – HdL will process all payments received in an expedited manner.

License accounts will be updated daily with payment information and revenues to be disbursed to the City net applicable fees at an interval to be agreed to during the project planning phase.

Disbursements typically occur monthly but can be remitted as often as weekly depending on volumes and City needs. HdL’s payment acceptance process accepts the following payment types:
✓ Check / Money Order /Cashier’s Check
✓ E-Check
✓ Debit Cards
✓ Credit Cards (Visa, Mastercard, Discover, & American Express) ✓ Check by Phone
HdL currently utilizes multiple payment gateway providers for on-line payment acceptance. HdL will work with the City to determine which provider, rate structures, and card types meet the City’s needs. HdL can also utilize the same provider and process used by the City’s current on-line functionality.

Agenda Item #7.7:

Business Support Center – HdL will provide businesses with multiple support options for registering, renewing, making payments and for general inquiries. A toll-free number will be provided to businesses in order to access one of our license specialists Monday-Friday 8:00am to 5:00pm Pacific. Businesses will also have access to support via, e-mail, fax, and via the Business Support Center On-Line. HdL constantly monitors quality control points to ensure courteous customer service, minimal hold times under 2 minutes, and the return of voice messages the same business day.

Business License Tax - Revenue Discovery
Enriched Data Portfolio / Lead Identification – Utilizing data provided by the City, as well as the HdL Enriched Data Portfolio (EDP), HdL’s team builds an enhanced listing of entities subjected to licensure or taxation including, but not limited to, those businesses physically located in the City, itinerant businesses, and entities participating in the sharing economy such as shortterm rentals (STRs), drive sharing services and others. These entities are electronically matched to the existing files of the City using advanced data matching algorithms, allowing HdL staff to identify which entities are compliant and which entities require follow up.

Field Surveys – Experienced field crews, equipped with the most advanced tools available (mobile mapping/GPS systems, tablet computers pre-loaded with various City and state-wide databases, etc.) may canvass commercial areas of the City to develop and enhance the leads identified in the EDP. Field Surveys provide additional inventories of active businesses as well as to provide on-site verifications of data culled from other sources.

Exception Resolution – Records are reviewed by our skilled team members, filtering out records that may lead to erroneous contacts. This extra step allows staff to find additional revenues not otherwise identifiable through electronic means and assists in reducing potential complaints levied at City staff and management from pursuit of false positives.

Compliance Communication and Outreach – Upon exception resolution, HdL staff initiates contact with the identified entities through a series of City approved communication methods. HdL makes every effort to simplify the process for taxpayers and utilizes a variety of mediums for communication including mail, telephone, email and web-site access. Potential non-compliant entities are notified of their options to comply or dispute their non-compliant status. Initial notification packets include everything a business needs to become compliant and multiple methods of resolving their accounts.

Business Support Center – HdL operates a business support and service center where the business community can access expert staff during normal business hours. Businesses calling our toll-free line can expect minimal hold times along with access to a variety of options which include filing support, payment options, resolution of specific tax issues and other services designed to reduce the burden of registering and filing taxes. Our team of experts, including our resident Certified Revenue Officers (CRO), implements a business friendly and education centric approach to supporting the business community in all aspects of the management and compliance process.

Business Support Center ~Online – Businesses are encouraged to take advantage of the range of services available on-line, 24 hours a day, seven days a week. With HdL Flex File, businesses Agenda Item #7.7:

can choose to file their new business registration as well as make payments via our on-line filing portal. In addition to filing and paying for taxes, businesses can obtain copies of applications, general support and FAQs, schedule appointments and request copies of their tax registration all with the click of a button. Our on-line services underscore HdL’s commitment to excellence in customer service and education by continually improving the registration and payment experience for the business community.

Document Submission / Processing – Whether the taxpayer chooses to respond by mail, email or our online filing website, each application submission is reviewed for completion and accuracy prior to processing. Any additional documentation needed to complete the approval of a submission, such as a home occupation permit, can also be requested or forwarded to other City departments either as a pre-requisite or as a courtesy to the business. All submissions are filed and stored electronically and made available to the City via standard reporting processes or upon request.

Invoicing – Once an application is approved, invoices are forwarded to the taxpayer indicating detailed tax calculations and balances owed. Taxpayers are provided the opportunity to pay their balances via mail, online, or over the phone services. Taxpayers will also have continued access to our Business Support Center for any questions or disputes arising from the invoice process.

Registry Update – Upon collection of all requirements which may include the payment, application and/or other documentation, HdL will prepare a Registry Update package to include payment as well as copies of all taxpayer correspondence and other relevant information. Data in the City registry file stored in the HdL Prime Software Suite is updated daily with packages from the Compliance Management Services. Once completed, the business will be processed through the standard processes approved through the HdL Operations Management Component.

Business License Tax – Audits
Analysis & Selection – Audit candidates are selected using a variety of selection methodologies developed by our audit team using decades of business license tax audit experience. Preliminary analysis reports on each business selected are shared with the City prior to moving through the audit phases.

Audit Notification & Scheduling – Businesses selected by HdL and approved by the City are sent a letter notifying them of a scheduled Compliance Analysis Audit. Every effort is made to promote a positive experience for the taxpayer. A detailed description of the requirements and relevant documentation required for the audit is provided to the business 2 weeks in advance of the proposed audit date. If the business is unable meet the audit date selected by the City all efforts to reschedule the audit to a more accommodating date will be made. Businesses are also afforded the opportunity to schedule flexible appointment times by contacting the Business Support Center or visiting our online support center.

Compliance Analysis & Audit – The HdL audit team will audit the financial records of the business to determine compliance with business tax regulations. HdL validates taxing variables such as gross receipts and other relevant information for determining compliance. In addition to identifying underreporting issues, the HdL Audit Program will also focus on other compliance related issues such as assuring correct classifications, multiple location allocation, apportionment issues, and identifying business to business relationships that may create tax liability for 3rd parties.

Agenda Item #7.7:

Audit & Compliance Report – Upon completion of the audit and analysis, and prior to additional actions, a compliance report will be generated and reviewed with the City. The report will indicate specific results of the review and recommended future actions. Documentation that substantiates the findings in the report will be included with the report to assist the City and HdL in determining next step of the process.

Deficiency and Commendation Notification – Upon final review of the audit and analysis report businesses that are found to have deficiencies will be notified of the findings as well as the payment and appeal processes. HdL will also work with businesses found to be deficient to explain the current findings and educate taxpayers on proper future filing procedures so as to prevent future errors and deficiencies. Businesses found to be in compliance, will be sent a commendation letter thanking them for their compliance.

Invoicing & Collections – Business found to be underreporting are invoiced through the standard City approved collections process. Balances are collected and remitted along with supporting documentation to the City through the approved remittance processes.

TRANSIENT OCCUPANCY TAX ADMINISTRATION
General Scope of Services
HdL’s transient occupancy tax administration service goes beyond scheduled cyclical audits, providing compliance monitoring of each return as it is filed while unburdening the City from the day-to-day administration of the TOT revenue program. Continual monitoring of returns is the optimal way to increase compliance while maintaining positive relations with the City’s lodging providers.

The program is education focused, ensuring that lodging providers are clear on reporting requirements and methodology. HdL’s tax administration professionals are available as needed to support both the City’s team and the City’s lodging providers. The City is kept up to date, with 24x7 online access to HdL’s client portal containing real time access to registration and filing data, and management reporting. HdL’s TOT administration service incorporates all of the following:

Tax Registration Database Management – HdL will transfer the City’s existing databases as they relate to TOT into HdL’s internal administration tools. HdL will maintain the data, software, online filing portal for lodging providers, and online client portal for the City.

Return Processing – HdL will process TOT filings within 5 days of submission. Accounts will receive all applicable forms necessary to complete the renewal process.

New Account Processing – HdL will process any new TOT registrations for Lodging Establishments that change hand or newly offered properties.

Agenda Item #7.7:

Payment Posting / Processing – HdL will process all payments made for new and existing lodging providers. Accounts will be updated with payment information and revenues will be remitted to the City net HdL’s fees on no less than a monthly basis.

On-Line Filing & Payment Processing – With input from the City, HdL crafts a customized website and domain for the City’s taxpayers to submit online forms, returns, and payments along with other customer support related items.

Compliance Monitoring & Lodging Provider Audits – HdL will ensure accurate filings of TOT returns by consistently monitoring returns and educating lodging providers on filing requirements.

HdL will also provide cyclical compliance audits as mutually agreed to by the City and HdL, ensuring all providers are audited at least once every three years. The compliance audit process is described above in Option 1.

Reports – HdL’s TOT administration service includes a variety of standard reports demonstrating account activity and filing trends. During service implementation HdL will work with the City to identify reporting requirements and frequency/method of delivery and will supplement our standard service with custom reports as needed to meet the City’s requirements.

Progress Payments – HdL’s TOT administration service is billed monthly based on activity completed during the prior month. If standalone audits are conducted, they are billed only upon completion of the audit.

Customer Support Center – HdL will provide lodging providers with multiple support options for registering, filing returns, making payments and for general inquiries. A toll-free number will be provided to businesses in order to access one of our tax specialists. Lodging providers will also have access to support via e-mail, fax, and the online Business Support Center.

Annual Audit Plan – During implementation, HdL gathers all the historical data available from the City and leverages internal data sources and expertise to provide an analysis of all lodging providers, along with a recommended audit schedule. This allows HdL to work cooperatively with the City to identify the entities that require attention first. HdL works directly with the City to ensure consensus on the audit schedule for the program.

SHORT TERM RENTAL ADMINISTRATION
General Scope of Services
The Short-Term Rental (STR) Program provided by HdL takes a unique approach in ensuring compliance and educating lodging providers, including short term rental hosts (STR Hosts), in transient occupancy tax regulations and filing procedures, regulatory permits and licensing, and other City specific goals and objectives. HdL’s program involves a modular, customer service Agenda Item #7.7:

centric approach, which reduces City administrative costs and provides the City with assurances of future compliance and reporting practices from the City’s short-term rental lodging industry.

HdL’s modular approach starts with a detailed analysis of STR listing on a variety of published methods, including Airbnb, Home Away, VRBO, etc. This process creates a full inventory of shortterm rentals within the City’s proscribed geographic boundary, including the full name of the owner and the physical address of the unit. Each STR is tracked and updated nightly with valuable data that can include items such as number of nights rented, average occupancy rates, room rates, as well as trend and usage reporting.

Following identification, HdL conducts a targeted education and compliance campaign designed to inform STR Hosts of their obligations to file and remit taxes and other requisite licenses and permits as may be needed. Each lodging provider is provided a full overview of the requirements and how to best comply both in the present and the future. During the registration process, HdL offers a variety of support options to the community including online filing, file-by-phone, email, and registration via standard mail. HdL tax and license specialists are available throughout the process to provide support to the STR community and to assist in the registration process.

Once registered, accounts move into a standard administration process. HdL manages the filing of tax returns and other prerequisites on a quarterly or monthly basis, depending on City requirements. This includes mailing of tax returns, processing of payments, customer support, delinquency follow up, and the development and management of an online portal for registration, filing, payments, and other support related needs.

STR Identification & Monitoring
HdL compiles a list of all actively posted short term rentals available from a wide array of sources.

Lists are compiled and aggregated to accommodate duplicate listings from various sites. During the identification and monitoring process, HdL will:
• Scan over 20 different rental sites, including global aggregators like HomeAway/VRBO Airbnb, Turnkey.com, and Booking.com, national aggregators like Vacasa and Turnkey and small, local property management firms.
• Match Listings to specific parcels using GIS and property tax assessor data. • Create comparison reports to determine which properties may already be compliant or registered and paying taxes.
• Provide visual map of all listings within the City.
• Record listing details such as start date, various sites linked to, other information necessary for documenting evidence of STR activity; and • Continually monitor activity to identify and record new listings and closures to ensure accurate real-time identification and monitoring.

Agenda Item #7.7:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 07 Oct 2026
Department
Community Development
Department
Staff Contact
Jennifer Gates, AICP
Community Development Director
Agenda Item Title
Adopt a Resolution Approving the First Amendment to the Amended and Restated Joint Exercise of Powers Agreement for the Sonoma County Waste Management Agency and the First Amendment to the Central Disposal Site and Former Landfills Settlement Agreement, and Authorizing Execution of the Amendments
Summary
Zero Waste Sonoma (ZWS), formerly known as the Sonoma County Waste Management Agency, is a joint powers authority composed of the County of Sonoma and the nine incorporated cities in Sonoma County. ZWS provides regional waste management programs, including household hazardous waste collection and disposal services.

ZWS has acquired property at 5885 Pruitt Avenue in Windsor for development of a permanent household hazardous waste (HHW) collection facility, which may also include staff and administrative space. To finance development and construction of the facility, ZWS is pursuing a revolving line of credit from the County of Sonoma.

Two amendments require approval by the City of Sonoma as part of the proposed financing structure. The First Amendment to the Amended and Restated Joint Exercise of Powers Agreement for the Sonoma County Waste Management Agency would expressly authorize member agencies, at their individual discretion, to make contributions, payments, loans, lines of credit, or other advances to ZWS. The amendment does not obligate the City of Sonoma to provide funding or enter into a loan agreement. Any future advance by a member agency would require a separate written agreement approved by the ZWS Board and the governing body of that member agency.

The First Amendment to the Central Disposal Site and Former Landfills Settlement Agreement would allow the County to use funds from the County Contingent Liability Reserve Fund, Sonoma Leak Fund, and Healdsburg Leak Fund as a revolving line of credit for ZWS. The City of Sonoma is a party to the Settlement Agreement and is therefore being asked to approve the amendment.

The current draft Credit Agreement between ZWS and the County contemplates a revolving line of credit of up to $16 million for costs related to development and construction of the HHW facility. The current draft provides for a four percent annual interest rate before maturity and repayment over a period of up to 24 years following termination of the draw period. The City of Sonoma would not be a borrower, lender, guarantor, or party to the Credit Agreement. The Credit Agreement is provided for informational purposes only.

Approval of the proposed amendments would allow the County and ZWS to continue developing the contemplated financing arrangement. Approval would not authorize construction of the HHW facility or constitute approval of the project itself.

Agenda Item #7.8:

Recommended Council Action
Adopt a resolution approving the First Amendment to the Amended and Restated Joint Exercise of Powers Agreement for the Sonoma County Waste Management Agency and the First Amendment to the Central Disposal Site and Former Landfills Settlement Agreement and authorizing the Mayor to execute the amendments in substantially the attached forms, with minor, non-substantive revisions as may be approved by the City Attorney.

Alternative Actions
The City Council may decline to approve one or both amendments, continue the item, or direct staff to seek revisions.

The JPA amendment requires unanimous approval by the governing bodies of the ZWS member agencies before it can take effect. The Settlement Agreement amendment becomes effective only after execution by all parties. Accordingly, declining either amendment, or requesting material revisions requiring additional approval by the participating agencies, would delay or prevent the proposed County-ZWS financing structure from proceeding in its current form.

Several participating jurisdictions have already acted. Petaluma, Cotati, Healdsburg, and Windsor have approved their respective portions. Rohnert Park approved the JPA amendment on August 25; approval of the Landfill Settlement Agreement amendment remains to be confirmed. Sebastopol is scheduled for consideration on October 20, and dates have not yet been confirmed for Cloverdale or Santa Rosa. County Board actions and final County-ZWS Credit Agreement approvals are separate from the city approvals.

Financial Impact
Staff identified no direct expenditure, loan, debt guarantee, or new City rate resulting from the recommended action. The City of Sonoma would not be a borrower, lender, guarantor, or party to the proposed Credit Agreement between ZWS and the County. Under the current draft Credit Agreement, repayment obligations would be obligations of ZWS and not debts, liabilities, or obligations of its member agencies. The separate Committed Cities Contingent Liability Fund, which the County holds on behalf of the cities, is not a source of this loan. The principal indirect financial consideration relates to the proposed amendment to the Central Disposal Site and Former Landfills Settlement Agreement. The amendment would authorize the County to use the County Contingent Liability Reserve Fund, Sonoma Leak Fund, and Healdsburg Leak Fund for the ZWS revolving line of credit. The draft amendment states that these reserve funds had a combined balance of approximately $21.17 million as of October 31, 2025, and are supplemental to the Former Urban Landfill Fund. Amounts advanced to ZWS would be unavailable as reserve cash while outstanding, reducing supplemental resources available for qualifying landfill liabilities; however, this would not create an automatic City repayment obligation. The draft amendment states that the reserve funds are not anticipated to be immediately needed for their existing purposes during the proposed loan term, while recognizing that the funds should be maintained over the longer term for potential future liabilities. Under the current draft Credit Agreement, repayment is the responsibility of ZWS and is secured by the ZWS Waste Management Agency Fee. Any future ZWS fee or budget action related to debt service would be a separate action of the ZWS Board.

Staff considers the indirect risk manageable because the Former Urban Landfill Fund remains the primary funding source for former urban landfill obligations; for the Central Disposal Site, Agenda Item #7.8:

Republic's applicable responsibilities, parent-company guaranty, and State-required financial assurance provide additional protections. Loan advances would occur over time, and principal and interest repayments would replenish the lending funds. Environmental investigation and remediation costs also typically arise over time rather than all at once.

The financing structure is expected to produce substantial long-term savings. Using the previously shared illustration of a $16 million loan amortized over 24 years at 4%, compared with commercial borrowing at 7% to 8%, estimated savings are approximately $8.3 million to $11.3 million over the life of the loan, or approximately $346,000 to $470,000 less in annual debt service, before commercial financing fees. These are regional savings benefiting participating jurisdictions and ratepayers rather than direct cash distributions to individual cities.

Actual savings will depend on the final loan amount, rate, draw schedule, and repayment structure.

On balance, staff believes the manageable reserve risk is justified by the expected long-term financing savings and improved household hazardous waste services.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Draft Resolution -ZW Facility
Exhibit A - First Amendment JPA
Exhibit B - First Amendment Landfill Settlement
Credit Agreement Between SCWMA and County of Sonoma Informational Only Zero Waste Sonoma Board Staff Report – August 15, 2024
Agenda Item #7.8:

City of Sonoma
RESOLUTION # ________- 2026

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

AMENDMENT TO THE AMENDED AND RESTATED JOINT EXERCISE OF POWERS

AGREEMENT FOR THE SONOMA COUNTY WASTE MANAGEMENT AGENCY AND

APPROVING THE FIRST AMENDMENT TO THE CENTRAL DISPOSAL SITE AND FORMER LANDFILLS SETTLEMENT AGREEMENT; AND AUTHORIZING EXECUTION OF THE AMENDMENTS IN SUBSTANTIALLY THE ATTACHED FORMS, WITH MINOR, NONSUBSTANTIVE REVISIONS AS MAY BE APPROVED BY THE CITY ATTORNEY WHEREAS, the City of Sonoma is a member of the Sonoma County Waste Management Agency, also known as Zero Waste Sonoma ("ZWS"), under the Amended and Restated Joint Exercise of Powers Agreement dated March 1, 2017 ("JPA Agreement"); and WHEREAS, ZWS was created under a joint powers agreement effective September 9, 1992, which was amended on January 24, 1996, and March 27, 2014, and replaced and superseded by the JPA Agreement dated March 1, 2017; and
WHEREAS, the JPA Agreement provides that it may be amended by unanimous consent of the member agencies following approval by their respective governing bodies; and WHEREAS, ZWS provides regional programs that include household hazardous waste collection, recycling, and disposal services; and
WHEREAS, ZWS has acquired property located at 5885 Pruitt Avenue in Windsor for the proposed development of a household hazardous waste collection facility, which may also include offices for ZWS staff and administrative functions (“HHW Facility”); and WHEREAS, ZWS is pursuing financing from the County of Sonoma to fund costs associated with development and construction of the proposed HHW Facility; and WHEREAS, Government Code section 6504 authorizes parties to a joint exercise of powers agreement to provide for contributions, payments of public funds, advances of public funds subject to repayment, and the use of personnel, equipment, or property in furtherance of the purposes of the joint powers agreement; and
WHEREAS, the proposed First Amendment to the JPA Agreement would add Section 3.B.xv. to expressly authorize expressly authorize those forms of support at each member's sole discretion, subject to a written agreement approved by the ZWS Board and the governing body of the applicable member; and
WHEREAS, the City of Sonoma is also a party to the Central Disposal Site and Former Landfills Settlement Agreement, effective April 1, 2015 (“Settlement Agreement”), between the County of Sonoma and the cities identified therein as the Committed Cities; and WHEREAS, the Settlement Agreement governs certain funds held for environmental liabilities associated with former urban landfills and the Central Disposal Site, including the County Contingent Liability Reserve Fund, the Sonoma Leak Fund, and the Healdsburg Leak Fund; and Agenda Item #7.8:

City of Sonoma
WHEREAS, the proposed First Amendment to the Settlement Agreement would permit the County of Sonoma to use amounts from those reserve funds to provide a revolving line of credit to ZWS, subject to the terms of a separate credit agreement between the County and ZWS; and WHEREAS, approval of the proposed amendments does not make the City of Sonoma a borrower, lender, guarantor, or party to the contemplated credit agreement between ZWS and the County and does not itself obligate City funds; and
WHEREAS, approval of the proposed amendments does not authorize construction of the proposed HHW Facility or otherwise constitute project approval of the HHW Facility.

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

Section 1. Approves the First Amendment to the Amended and Restated Joint Exercise of Powers Agreement for the Sonoma County Waste Management Agency, substantially in the form attached hereto as Exhibit A.

Section 2. Approves the First Amendment to the Central Disposal Site and Former Landfills Settlement Agreement, substantially in the form attached hereto as Exhibit B.

Section 3. Authorizes the Mayor to execute the amendments on behalf of the City of Sonoma, with minor, non-substantive revisions as may be approved by the City Attorney, provided that such revisions do not materially alter the intent of the amendments.

Section 4. No City Debt or Guarantee. Nothing in this Resolution authorizes a City expenditure, guarantee, pledge, or repayment obligation under the County-ZWS Credit Agreement. No City funds are requested or required, and the City is not approving, lending under, or becoming a party to that agreement.

Section 5. The City Council finds that approval of the amendments is not a project under the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(4) because the action consists of governmental fiscal and administrative activities that do not commit the City to a specific project that may result in a potentially significant physical impact on the environment. Approval does not authorize construction of the proposed HHW facility or foreclose project alternatives or mitigation measures. Project-level environmental review remains separate.

Section 6. This Resolution takes effect immediately upon adoption. Each amendment becomes effective only in accordance with its own approval and execution requirements.

PASSED, RESOLVED, AND ADOPTED, at a Regular meeting of the City Council of the City of Sonoma on this XX day of XXX 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Agenda Item #7.8:

City of Sonoma
____________________________
Ron Wellander, Mayor
ATTEST:
____________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.8:

38066.00000\42487228.1
1 FIRST AMENDMENT TO

AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT FOR

SONOMA COUNTY WASTE MANAGEMENT AGENCY
This FIRST AMENDMENT TO AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT (“First Amendment”) is made this ____ day of ___________, 2026 (“Effective Date”) by and between the COUNTY OF SONOMA, a political subdivision of the State of California, the CITIES OF CLOVERDALE, COTATI, HEALDSBURG, PETALUMA, ROHNERT PARK, SANTA ROSA, SEBASTOPOL, SONOMA AND WINDSOR, each a municipal corporation of the State of California (the County and Cities are referred to individually herein as a “Member” and collectively as the “Members”).

RECITALS
A. The Members are authorized and empowered to contract with each other for the joint exercise of powers pursuant to the Joint Exercise of Powers Act (Government Code section 6500 et seq.) (the “JPA Act”); and
B. On September 9, 1992, the Members entered into an agreement for a joint powers agency to deal with waste management issues (“Original Agreement”) and the Original Agreement created a separate public entity known as the Sonoma County Waste Management Agency; and
C. On January 24, 1996 the Members entered into that certain First Amendment to Agreement Between the Cities of Sonoma County and Sonoma County for a Joint Powers Agency to Deal with Waste Management Issues; and
D. On March 27, 2014, the Members entered into that certain Second Amendment to Agreement Between the Cities of Sonoma County and Sonoma County for a Joint Powers Agency to Deal with Waste Management Issues; and
E. On March 1, 2017, the Members entered into the Amended and Restated Joint Exercise of Powers Agreement for the Sonoma County Waste Management Agency, which replaced and superseded the Original Agreement and all amendments thereto (“Agreement”); and F. The Agreement authorizes the Members, following approval by their governing bodies, to amend the Agreement by unanimous consent; and G. Section 6504 of the JPA Act provides in part that the parties to a joint exercise of powers agreement may provide that (a) contributions from the treasuries of the members may be made for the purpose set forth in the agreement, (b) payments of public funds may be made to defray the cost of such purpose, (c) advances of public funds may be made for the purpose set forth in the agreement, such advances to be repaid as provided in said agreement, or (d) personnel, equipment or property of one or more of the parties to the agreement may be used in lieu of other contributions or advances; and
H. As allowed by Section 6504 of the JPA Act, the Members desire to amend the Agreement to expressly provide that any of the Members may, at their sole individual discretion, Agenda Item #7.8:

38066.00000\42487228.1
2 make contributions, payments, advances, or provide personnel, equipment or property to the Agency, subject to the conditions set forth in this First Amendment.

AGREEMENT

1. Section 3.B.xv. is hereby added to the Agreement to read as follows:
“xv. The Agency may accept from the Members, and each of the Members may make, at their sole discretion, (a) contributions from any of the Members’ treasuries to be used in furtherance of the purposes set forth in this Agreement, (b) payments of public funds from any of the Members to defray the cost of the purposes set forth in this Agreement, (c) advances of public funds for any of the purposes set forth in this Agreement, including but limited to advances in the form of loans or lines of credit, with such advances to be repaid pursuant to terms set forth in a written agreement between the Agency and the Member contributing such advances, the terms of which must be approved by the Agency Board of Directors and the governing body of the applicable Member, or (d) personnel, equipment or property of one or more of the Members may be used in lieu of other contributions or advances, subject to terms set forth in a written agreement between the Agency and the Member contributing such personnel, equipment or property, the terms of which must be approved by the Agency Board of Directors and the governing body of the applicable Member.”

2. This First Amendment shall affect only the items specifically set forth herein, and all other terms and conditions of the Agreement shall remain in full force and effect. [Signature Page to Follow]
Agenda Item #7.8:

38066.00000\42487228.1
2 Agenda Item #7.8:

38066.00000\42487228.1
3 FIRST AMENDMENT TO

AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT FOR

THE SONOMA COUNTY WASTE MANAGEMENT AGENCY
IN WITNESS WHEREOF, the Members hereto, unanimously consent, through their governing bodies, to this First Amendment, and have caused their names to be affixed by their proper and respective officers as of the day and year first written above.

CITY OF CLOVERDALE, A Municipal
Corporation of the State of California
By:

Mayor
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
CITY OF COTATI, A Municipal
Corporation of the State of California
By:

Mayor
ATTEST:

City Clerk
APPROVED AS TO FORM:

Agenda Item #7.8:

38066.00000\42487228.1
4 City Attorney
CITY OF HEALDSBURG, A Municipal
Corporation of the State of California
By:

Mayor
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
CITY OF PETALUMA, A Municipal
Corporation of the State of California
By:

Mayor
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
CITY OF ROHNERT PARK, A Municipal
Corporation of the State of California
Agenda Item #7.8:

38066.00000\42487228.1
5 By:

Mayor
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
CITY OF SANTA ROSA, A Municipal
Corporation of the State of California
By:

Mayor
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
CITY OF SEBASTOPOL, A Municipal
Corporation of the State of California
By:

Mayor
ATTEST:

Agenda Item #7.8:

38066.00000\42487228.1
6 City Clerk
APPROVED AS TO FORM:

City Attorney
CITY OF SONOMA, A Municipal
Corporation of the State of California
By:

Mayor
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
COUNTY OF SONOMA, A Municipal
Corporation of the State of California
By:

Chair
Board of Supervisors
ATTEST:

Agenda Item #7.8:

38066.00000\42487228.1
7 Clerk of the Board of
Supervisors
APPROVED AS TO FORM:

County Counsel
TOWN OF WINDSOR, A Municipal
Corporation of the State of California
By:

Mayor
ATTEST:

Town Clerk
APPROVED AS TO FORM:

Town Attorney
ZERO WASTE SONOMA, A California
Joint Powers Authority
By:

Leslie Lukacs
Executive Director
APPROVED AS TO FORM:

Agenda Item #7.8:

38066.00000\42487228.1
8 Agency Counsel
Agenda Item #7.8:

1 FIRST AMENDMENT TO

CENTRAL DISPOSAL SITE AND FORMER LANDFILLS

SETTLEMENT AGREEMENT

BETWEEN

THE COUNTY OF SONOMA

AND THE COMMITTED CITIES
The County of Sonoma (the “County”) and the Committed Cities (as defined below) (collectively, the “Parties” and individually any “Party”) first entered into that certain Central Disposal Site and Former Landfills Settlement Agreement, with an effective date of April 1, 2015 (hereinafter “Settlement Agreement”). This First Amendment to the Settlement Agreement (“First Amendment”) shall become effective as of the date it is fully executed by all Parties.

R E C I T A L S
A. As defined by the Settlement Agreement, the "Committed Cities" refers to those cities that have executed Waste Delivery Agreements with Republic Services of Sonoma County (“Republic”), which are as follows: the City of Cloverdale, the City of Cotati, the City of Healdsburg, the City of Rohnert Park, the City of Sebastopol, the City of Santa Rosa, the City of Sonoma, and the Town of Windsor.

B. Pursuant to the Master Operations Agreement between the County and Republic and the Settlement Agreement between the County and the Committed Cities, the County has collected funds on all Committed City Waste for the benefit of the County and Committed Cities to cover environmental liabilities associated with the Former Urban Landfills and the Central Disposal Site (or “CDS”);
C. These funds are held within the County’s Treasury Pool and may be used only pursuant to the Settlement Agreement. Specific funds authorized by the Settlement Agreement and relevant here include: (i) the County Contingent Liability Reserve Fund, available to the County to address Unexpected Events (as defined by the Settlement Agreement) at the Former Urban Landfills and/or to cover unfunded liabilities at the CDS in the event of a Default by Republic; (ii) the Sonoma Leak Fund, designated to address Unexpected Events at the former Sonoma Landfill; and (iii) the Healdsburg Leak Fund, designated to address Unexpected Events at the former Healdsburg Landfill.

D. The Sonoma County Waste Management Agency (“Agency”) has acquired property located at 5885 Pruitt Avenue, Windsor, California (APN 059-271-082) (the “Property”), where it desires to develop a household hazardous waste collection facility, which may include offices for the Agency’s staff and administrative functions (the “HHW Facility”). The proposed HHW Facility would further the Agency’s household hazardous waste (“HHW”) program by providing improved access to HHW drop off and collection services to residents of Agenda Item #7.8:

2 the cities and unincorporated areas in the northern part of Sonoma County, thereby helping to divert HHW from the CDS.

E. The Agency is requesting a line of credit from the County to construct the HHW Facility. Under the Joint Exercise of Powers Act (Government Code section 6000 et seq.), specifically Government Code section 6504, member agencies of a joint powers authority are allowed to make “advances” to the authority in furtherance of the purposes set forth in the joint powers agreement, with the advances repaid according to the terms of the joint powers agreement. The County, as a member agency of the Agency, desires to provided the requested line of credit, provided the lending funds can be made available from the County Contingent Liability Reserve Fund, the Sonoma Leak Fund, and the Healdsburg Leak Fund.

F. The County Contingent Liability Reserve Fund, the Sonoma Leak Fund, and the Healdsburg Leak Fund (collectively, the “Reserve Funds”), which together had a balance of approximately $21,165,981 as of October 31, 2025, are supplemental to the Former Urban Landfill Fund, which is the primary fund established under the Settlement Agreement to manage long-term liabilities at the closed urban landfills. During the anticipated term of the proposed line of credit to the Agency, the Reserve Funds are not immediately needed for their intended purposes, though the Parties agree these funds should be maintained over the long term to address potential future liabilities.

G. Under the terms of the Settlement Agreement, the County Contingent Liability Reserve Fund, the Sonoma Leak Fund, and the Healdsburg Leak Fund are each restricted for specific purposes as set forth therein. To issue the requested line of credit to the Agency, the County has requested, and the Committed Cities have agreed, to amend the Settlement Agreement for the limited purpose of allowing the County to use amounts from these Reserve Funds to fund the proposed Agency line of credit, as more specifically described herein.

H.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

A G R E E M E N T

1. The above recitals are true and correct.

2. Section 6.6 “Use of County Contingent Liability Reserve Fund” of the Settlement Agreement is hereby deleted and replaced as follows:

6.6 USE OF COUNTY CONTINGENT LIABILITY RESERVE FUND
During the term of this Agreement, the County shall retain the County Contingent Liability Reserve Fund in a separate account to be available to the County to: (i) fund Unexpected Events at the Former Urban Landfills; and/or (ii) be used in connection with Agenda Item #7.8:

3 unfunded liabilities at the CDS in the event of a Default by Republic; and/or (iii) be used as a revolving line of credit for the benefit of the Sonoma County Waste Management Agency (“Agency”) pursuant to an agreement between the County and the Agency that requires all sums borrowed by the Agency be repaid on or before [day/month] 2054 (“Line of Credit Agreement”).

3. In addition to the County Contingent Liability Reserve Fund, the Settlement Agreement also set aside other funds for the benefit of the County and Committed Cities to cover the environmental liabilities associated with the Former Urban Landfills. These funds include the Healdsburg Leak Fund and the Sonoma Leak Fund. The parties agree that the Healdsburg Leak Fund and the Sonoma Leak Fund may be used to fund a revolving line of credit for the benefit of the Sonoma County Waste Management Agency pursuant to the above-referenced Line of Credit Agreement.

4. The parties understand that the funds provided to the Sonoma County Waste Management Agency pursuant to the above-referenced Line of Credit Agreement may not be fully repaid to the County before the expiration of the Waste Delivery Agreements. County shall undertake reasonable efforts to ensure repayment to the County of all funds provided to the Sonoma County Waste Management Agency so as to ensure that the line of credit to the Agency does not impair the reasonable expectations of the parties hereunder; i.e. that such funds remain available for the term of the Settlement Agreement for the purposes described therein. Notwithstanding the foregoing, the parties agree that any funds that may be due but are not yet paid to the County under the Line of Credit Agreement shall not be considered directly or indirectly available to fund any liabilities that may arise under the Settlement Agreement for the duration of the Agency’s repayment period.

5. Except to the extent the Settlement Agreement is specifically amended or supplemented hereby, the Settlement Agreement, together with exhibits is, and shall continue to be, in full force and effect as originally executed, and nothing contained herein shall, or shall be construed to modify, invalidate or otherwise affect any provision of the Settlement Agreement or any rights of the Parties arising thereunder.

6. This First Amendment shall be governed by and construed under the internal laws of the State of California, and any action to enforce the terms of this First Amendment or for the breach thereof shall be brought and tried in the County of Sonoma.

THE COUNTY AND EACH OF THE COMMITTED CITIES HAVE CAREFULLY READ AND REVIEWED

THIS FIRST AMENDMENT AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY

EXECUTION OF THIS FIRST AMENDMENT, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO.

Agenda Item #7.8:

4 IN WITNESS WHEREOF, this First Amendment to the Settlement Agreement shall be effective as of the Effective Date.

County of Sonoma
Dated: ___________________ By: __________________________________ Name: Rebecca Hermosillo
Title: Chair of the Board of Supervisors

APPROVED AS TO FORM FOR COUNTY OF
SONOMA
By: _________________________________
Name: Lisa Pheatt
Title: Deputy County Counsel

City of Cloverdale
Dated: _______________________ By: _________________________________ Name: _______________________________
Title: ________________________________

APPROVED AS TO FORM FOR CITY OF

CLOVERDALE
By: _________________________________
Name: Alex Mog
Title: City Attorney

City of Cotati
Dated: _________________________ By: _________________________________ Name: _______________________________
Title: ________________________________
Agenda Item #7.8:

5 APPROVED AS TO FORM FOR CITY OF COTATI
By: _________________________________
Name: John Bakker
Title: City Attorney

City of Healdsburg
Dated: ___________________ By: _________________________________ Name: _______________________________
Title: City Attorney

APPROVED AS TO FORM FOR CITY OF

HEALDSBURG
By: _________________________________
Name: Samantha Zutler
Title: City Attorney

City of Rohnert Park
Dated: ____________________ By: _________________________________ Name: _______________________________
Title: ________________________________

APPROVED AS TO FORM FOR CITY OF

ROHNERT PARK
By: _________________________________
Name: Michelle Kenyon
Title: City Attorney

City of Santa Rosa
Dated: ____________________ By: _________________________________ Name: _______________________________
Title: ________________________________
Agenda Item #7.8:

6 APPROVED AS TO FORM FOR CITY OF SANTA
ROSA
By: _________________________________
Name: Teresa Stricker
Title: City Attorney

City of Sebastopol
Dated: ___________________ By: _________________________________ Name: _______________________________
Title: ________________________________

APPROVED AS TO FORM FOR CITY OF

SEBASTOPOL
By: _________________________________
Name: Alex Mog
Title: City Attorney

City of Sonoma
Dated: ___________________ By: _________________________________ Name: _______________________________
Title: ________________________________

APPROVED AS TO FORM FOR CITY OF
SONOMA
By: _________________________________
Name: David Ruderman
Title: City Attorney

Town of Windsor By: _________________________________
Name: _______________________________
Title: ________________________________

APPROVED AS TO FORM FOR TOWN OF

WINDSOR
By: _________________________________
Agenda Item #7.8:

7 Name: Jose Sanchez
Title: Town Attorney
Agenda Item #7.8:

38066.00000\42486873.7

INFORMATIONAL ONLY

CREDIT AGREEMENT
Dated as of ________________, 2026
by and between
SONOMA COUNTY WASTE MANAGEMENT AGENCY, a California joint powers authority
as Borrower
and
COUNTY OF SONOMA, a political subdivision of the State of California as Lender
Agenda Item #7.8:

38066.00000\42486873.7

CREDIT AGREEMENT
This CREDIT AGREEMENT (this “Agreement”) is entered into as of ___________________, 2026, by and between SONOMA COUNTY WASTE MANAGEMENT AGENCY, a public agency formed under the provisions of the Joint Exercise of Powers Act of the State of California, Government Code Section 6500 et. seq., as borrower (“Agency”), and COUNTY OF SONOMA, a political subdivision of the State of California, as lender (“County”).

RECITALS
A. The California Integrated Waste Management Act of 1989 (Public Resources Code Section 40000 et seq.) requires the County of Sonoma and the cities of Sonoma County to divert recyclable and recoverable materials from the waste stream and to cooperate to achieve certain waste diversion goals.

B. In furtherance of those responsibilities, the County and the cities in Sonoma County entered into that certain Amended and Restated Joint Exercise of Powers Agreement for the Sonoma County Waste Management Agency, to enable the Member Agencies to jointly exercise their powers to address issues related to the management of wood waste, yard waste and household hazardous waste and to provide public education related to waste diversion within the Member Agencies’ jurisdictions, which Agreement was further amended by that certain First Amendment to the Amended and Restated Joint Exercise of Powers Agreement, which expressly authorizes the Member Agencies, including the County, to (a) make contributions from the treasuries for the purpose set forth in the Agreement, (b) make payments of public funds to defray the cost of such purpose, (c) make advances of public funds for the purpose set forth in the Agreement, with such advances to be repaid as provided in the Agreement, and to (d) provide personnel, equipment or property of one or more of the parties to the agreement may be used in lieu of other contributions or advances. The Amended and Restated Joint Exercise of Powers Agreement as amended by the First Amendment to the Amendment and Restated Joint Exercise of Powers Agreement is collectively referred to herein as the “Amended JPA Agreement.” C. The Amended JPA Agreement establishes the Agency as a distinct public entity under the Joint Exercise of Powers Act (Gov’t Code Sec. 6500 et seq.) and other applicable law.

D. The Amended JPA Agreement establishes certain core programs that the Agency is responsible for implementing for its Member Agencies, which include providing for the recycling and disposal of household hazardous waste from the Member Agencies’ jurisdictions.

E. In furtherance of its core household hazardous waste recycling and disposal program, the Agency has acquired that certain property located at 5885 Pruitt Avenue, Windsor, California (APN 059-271-082) (the “Property”), and desires to initiate plans to develop a household hazardous waste collection facility at the Property, which facility may also include offices to be used for the Agency’s staff and administrative functions (the “HHW Facility”).

Agenda Item #7.8: