Exhibit 1: Agreement — Alameda City Council, September 15, 2026

Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB

SERVICE PROVIDER AGREEMENT
This SERVICE PROVIDER AGREEMENT ("Agreement") is entered into this_ day of ____ , 20_ ("Effective Date"), by and between the CITY OF ALAMEDA, a ·municipal corporation (''the City"), and NICHOLSON STRATEGIC SERVICES LLC, A SOLE PROPRIETORSHIP, whose address is 480 ARLINGTON A VENUE, BERKELEY, CA 94 707("Provider" or "Contractor"):

RECITALS
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to ·carry on its business a~ it is now being conducted under the statutes of the State of California and the Charter of the City. • .B. The City is in need of the following services: spedalized executive Human Resources services including interim HR Director duties and functions, executive recruiting, labor negotiations, strategic HR initiatives and projects, and HR department direction and oversight. City staff interviewed qualified firms on the City's bidders list or other interested suppliers who had provided proposals to the City concerning the City's need for services or materials and selected the service provider that best meets the needs of the City. .

C. . Provider possesses the skill, experience, ability, background, certification and kµowledge to provide the services described in this Agreement on the terms and conditions described herein.

D. Whereas, the City Council authorized the City Manager to execute this agreement on ---------
E. The City and Provider desire to enter into an agreement for specialized executive Human Resources services, upon the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows: •

AGREEMENT

1. TERM:

The term of this Agreement shall commence on the __ day of ___ 20 , and shall terminate on the 30th day of June 2027, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED:

Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included Nicholson Strategic Services Version 07-01-26
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 • Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.

3. COMPENSATION TO PROVIDER:
a. By the 7th day of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting of charges are to be according to the fee schedule as set forth in Exhibit B and incorporated herein by this reference. · Extra work must be approved in writing by the City Manager or their designee prior to performance and shall be paid on a Time and Material basis as set forth in Exhibit B. b. Total contract amount shall not exceed $250,000. Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City.

4. TIME IS OF THE ESSENCE:

Provider and the City agree that time is of the essence regarding the performance of this Agreement.

5. STANDARD OF CARE:

Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider repres~nts that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement. Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance of this Agreement. Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License, as needed); and that such licenses and approvals shall be maintained throughout the term of this Agreement. Provider shall perform (at its own cost and expense and without reimbursement from the City) any services necessary to correct errors or omissions which are caused by Provider's failure to comply with the standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property ( or any • employee who fails or refuses to perform the services in a manrier acceptable to the City) shall be promptly remove.d by the Provider and shall not be re-employed to perform any further services under this Agreement..

6. INDEPENDENT PARTIES:

Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment shall be acquired by virtue of Provider's services. None of the benefits provided by the City to its employees, including but not limited to unemployment Nicholson Strategic Services 2 Version 07-01-26
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB insurance, workers' compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider's exclusive direction and control.

7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City Indemnitees (as defined in Section 9, below) from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider. •

8. NON-DISCRIMINATION:

Consistent with the City's policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Such non discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.

9. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers ("City Indemnitees") from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney's fees and costs oflitigation ("Claims"), arising from or in any manner connected to Provider's performance of its obligations under this Agreement or out of the operations conducted by Provider even if City Indemnitees are alleged to have been negligent. If the Claims filed against City Indemnitees allege negligence, recklessness or willful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider. Provider shall not have any obligations to indemnify City Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of City Indemnitees. The defense and indemnification obligations of this Nicholson Strategic Services 3 Version 07-01-26
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.
b. As to Claims for professional liability only, Provider's obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8. c. Provider's obligation to indemnify, defend and hold harmless City Indemnitees shall expressly survive the expiration or early termination of this Agreement.

10. INSURANCE:
a. On or before the commencement of the terms.of this Agreement, Provider shall furnish the City's Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Sections 10.b. (1) through (5). The Certificate Holder should be The City of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Such certificates, which do not limit Provider's indemnification, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be • canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Alameda. Attention: Risk Manager."
Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in· the State of California with a current A.M. Best's rating. of no less than A: VII or Standard & Poor' s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to the City at the address described in Section 17 .f. prior to the expiration of the existing insurance certificate for the duration of the term of Agreement. Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates. [3~m,
b.
------Provider Initials
COVERAGE REQUIREMENTS:

Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers' Compensation:

Statutory coverage as required by the State of California, as well as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Liability:

Commercial general liability coverage in the following minimum limits:

Bodily Injury: $1,000,000 each occurrence
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$2,000,000 aggregate - all other
$1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence ·limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4,000,000. shall be considered equivalent to the required minimum limits shown above.

Provider shall also submit declarations and policy endorsements pages. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
(3) Automotive:

Comprehensive automobile liability coverage ( any auto) in the following minimum limits:

Bodily injury:

Property Damage:
or
Combined Single Limit:
(4) Professional Liability:
$100,000 each occurrence
$50,000 each occurrence
. $300,000 each occurrence
Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider's profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology-based, in the following minimum limits:
$2,000,000 each claim
Technology professional liability errors and omissions shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City in the care, custody, or control of Provider. If not covered under Provider's liability policy, such "property" coverage of the City may be endorsed onto.

Provider's Cyber Liability Policy as covered property as follows: cyber liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information _"property" of the City that will be in the care, custody, or control of Provider.] (5) Cyber Liability:

Coverage shall be sufficiently broad to respond to· the duties and obligations as are undertaken by Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, trade dress, invasion of privacy violations, information Nicholson Strategic Services 5 Version 07-01-26
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security.

The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations with the following minimum limits:
$1,000,000 per occurrence or claim.

As to commercial general liability and automobile liability insurance, such insurance shall provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any othe.r insurance carried by or for the benefit of the City.

C. SUBROGATION WAIVER:

Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether·the City has received a waiver of subrogation endorsement from the insurer.

The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE:

If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider's name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid,
e. ADDITIONAL INSUREDS:

The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers' compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

The additional insured coverage under the Contractor's policy shall be primary and non contributory and shall not seek contribution from the City's insurance or self-insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:

The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider's insurance broker to determine adequate Nicholson Strategic Services 6 Version 07-01-26
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB coverage for Provider. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater. ,, g. EXCESS OR UMBRELLA LIABILITY:

If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true "following form" of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the City Indemnitees or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted. If a Provider is using an Excess Liability policy to supplement any insurance coverage required by th.is Agreement, they must submit the Excess Liability policy in full.

11. CONFLICT OF INTEREST:

Provider represents that it has no known relationships with third parties, City Council members, or employees of City which would 1) present a conflict of interest with the rendering of services under this agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law; 2) prevent Provider from performing the terms of this Agreement; or 3) present a significant risk of disclosure of confidential information.

12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the Cify Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sub lessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent.
b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement. Control means fifty percent or more of the voting power of Provider.

13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub-providers including the names of Nicholson Strategic Services 7 Version 07-01-26
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB the sub-providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.
b. Each sub-provider shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub-providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: "Sub-providers hired by Provider agree to be bound to • Provider and the City in the same manner and to the same extent as Provider is bound to the City."
d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.

14. PERMITS AND LICENSES:
• Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services. and tasks hereunder.

15. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shaHbe the exclusive property of the City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee. c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.

16. RECORDS:
a. Generally, the City has the right to conduct audits of Provider's financial, performance and compliance records maintained in connection with Provider's operations and services performed under the Agreement. In the event of such audit, Provider agrees to provide the City with reasonable access to Provider's employees and make all such financial (including annual financial statements signed by an independent CPA), performance and compliance records available to the City. City agrees to provide Provider an opportunity to discuss and respond to any findings before a final audit report is filed.

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Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB b. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider's performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement ( collectively the "Records"). c. All Records shall be maintained in accordance with generally accepted accounting principles and shall be cf early identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment. d. If supplemental examination or audit of the Records is necessary due to concerns raised by the City's preliminary examination or audit ofrecords, and the City's supplemental examination or audit of the records disclos~s a failure to adhere to appropriate .internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

17. NOTICES: ·
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party's respective address listed in this Section 17.
b. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address ( other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvEJ,ls from Provider to the City shall be addressed to the City at:

City of Alameda
Human Resources
2263 Santa Clara A venue, Rm. 290
Alameda, CA 94501
ATTENTION: Noelle White, Human Resources Director
Ph: (510) 747-4921
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Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB e. All notices, demands, requests, or approvals from the City to Provider shall be . addressed to Provider at:

Nicholson Strategic Services
480 Arlington A venue
Berkeley, CA, 94707
ATTENTION: Angela Nicholson, CEO
Ph:{415) 305-4104
f. All updated insurance certificates from Provider to the City shall be addressed to the City at:

City of Alameda
Human Resources
2263 Santa Clara A venue, Rm. 290
Alameda, CA 94501
ATTENTION: Noelle White
Ph: (510) 747-4900 /[email protected]

18. SAFETY:
a. Provider shall be solely and completely responsible for conditions of all vehicles owned or operated by Provider, including the safety of all persons and property during performance of the services and tasks· under this Agreement. This requirement shall apply continuously and not be limited to normal working hours. In addition, Provider shall comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws,.ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements shall be followed. Provider's failure to thoroughly familiarize itself with the aforementioned safety provisions shall not relieve it from compliance with the obligations and penalties set forth herein. b. Provider shall immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. Provider shall promptly submit to the City a written report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider's employee(s) involved in the incident; (iii) name and address of Provider's liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof.

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Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19( c) shall survive the expiration or early termination of this Agreement.

20. ATTORNEYS' FEES:

In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to· enforce, interpret or seek relief from any . provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney's fees and costs. No party or litigant shall be entitled to recover any attorneys'. fees or costs from any other party or litigant, regardless of which party or litigant might prevail.

21. HEAL TH AND SAFETY REQUIREMENTS.

Provider acknowledges and agrees that the City shall have the right to impose, at the City's sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider also acknowledges and agrees to make available to the City, at the City's request, records to demonstrate Provider's compliance with this Section.

22. · COMPLIANCE WITH ALL APPLICABLE LAWS:

During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City Indernnitees from any claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.

23. CONFLICT OF LAW:

This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement ( or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.

24. WAIVER:

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Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB A waiver by the City of any breach of any term; covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

25. INTEGRATED CONTRACT:

Subject to the language of Section 33, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement shall be effective only by written execution signed by both the City and Provider.

26. PREVAILING WAGES:

Provider acknowledges the requirements of, and agrees to comply with, California Labor Code Section I 720, et seq., and 1770, et seq. as well as California Code of Regulations , Title 8, Section 1600, et seq., ("Prevailing Wage Laws") which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects.

Provider agrees to fully comply with such Prevailing Wage Laws if the services are being performed as part of an applicable "public works" or "maintenance" project as defined by the Prevailing Wage Laws and if the total compensation is $1 ,000 or more. City, upon Provider's request, shall provide Provider with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Provider shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the services . available to interested parties upon request; and shall post copies at the Provider's principal place of business and at the project site. Provider shall indemnify , defend (with counsel acceptable to the City) and hold harmless the City Indemnitees from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

27. DEPARTMENT OF INDUSTRIAL RELATIONS COMPLIANCE AND
PREVAILING WAGE REQUIREMENTS ON PUBLIC WORKS PROJECTS:
a. For purposes of Sections 27 through 29 of this Agreement, the terms "claim" , "contractor", "public works project" and "subcontractor" shall have the same meanings set forth in Public Contract Code Section 9204.
b. No contractor or subcontractor may be listed on a bid proposal for a public works project, nor engage in the performance of any public work contract, unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5 (with the limited exceptions for certain bids pursuant to Labor code Section 1771.1 (a)). Registration instructions may be found at the following website: https://www.dir.ca .gov/Public-Works /Contractor Registration.html
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Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB c. All contractors and subcontractors must furnish electronic certified payroll records directly to the Labor Commissioner at the following website:
https://www.dir .ca.gov/Public-Works /Certified-Payroll-Reporting.html d. Contractor is required to post all job site notices as prescribed by State law. (See 8 Cal. Code Regs,§ 16451(d).)
e. In executing this Agreement, Contractor acknowledges and agrees that the work authorized by this Agreement may be subject to compliance monitoring and enforcement by the Department of Industrial Relations.

28. REGISTRATION OF CONTRACTORS:

Before submitting bids for any work authorized by this Agreement, contractors shall be licensed in accordance with the provisions of Chapter 9, Division 3, of the Business and Professions Code of the State of California.

29. PUBLIC CONTRACT CODE SECTION 9204 SUMMARY:

Notwithstanding anyth ing else to the contrary stated in the Information For Bidders (IFB) or other documents associated with this Agreement , all claims, regardless of dollar amount, submitted between January I, 2017 and January 1, 2027 related to work performed or scheduled to be performed pursuant to this Agreement shall be governed by Public Contract Code Section 9204 and this section. The following provisions and procedures shall apply :
a. Contractor shall submit each Claim ( whether for a time extension, payment for money or damages) in writing and in compliance with Public Contract Code Section 9204.

Contractor must include reasonable documentation to support each claim. b. Upon receipt of a claim , the City shall conduct a reasonable review and respond in writing within 45 days of receipt and shall identify in a written statement what portions of the claim are disputed and undisputed . Undisputed portions of the claim shall be processed and paid within 60 days of the written statement. Undisputed amounts not paid in a timely manner shall bear interest at 7% per annum. The City and Contractor may mutually agree to extend the 45 day response time.
c. If the City needs approval from the City Council to provide a written statement, the 45 days may be extended to 3 days following the next duly noticed public meeting pursuant to Public Contract Code Section 9204(d)(l)(C).
d. If the City fails to timely respond to a claim or if Contractor disputes the City's response, Contractor may submit a written demand for an informal meet and confer conference with the City to settle the issues in dispute . The demand must be sent via registered or certified mail, return receipt requested. Upon receipt, the City shall schedule the conference within 30 days.

Nicholson Strategic Services 13 Version 07-01-26
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB e. Within 10 business days following the informal meet and confer conference, the City shall submit to Contractor a written statement describing any issues remaining in dispute and that portion which is undisputed. Undisputed portions of the claim shall be processed and paid within 60 days of the written statement. Undisputed amounts not paid in a timely manner shall bear interest at 7% per annum. The issues remaining in dispute shall be submitted to non binding mediation. If the City and Contractor mutually agree on a mediator, each party shall pay equal portions of all associated costs. If within 10 business days, the City and Contractor cannot agree on a mediator, each party shall select a mediator (paying all costs associated with their selected mediator), and those mediators shall select a qualified neutral third party to mediate the disputed issues, The City and Contractor shall pay equal portions of all associated costs of such third party mediator.
f. Unless otherwise agreed by the City and Contractor, any mediation conducted hereunder shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has commenced.
g. The City reserves all rights and remedies that it has pursuant to this Agreement, any associated plans and specifications, or at law or in equity which are not in conflict with Public Contract Code 9204.

30. CAPTIONS:

The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

31. COUNTERPARTS:

This Agreement may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

32. SIGNATORY:

By signing this Agreement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.

33. CONTROLLING AGREEMENT:

In the event of a conflict .between the terms and conditions of this Agreement ( as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.· Nicholson Strategic Services 14 Version 07-01-26
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430-8184~8222-4F35C90916FB [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Nicholson Strategic Services 15 Version 07-01-26
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.

Nicholson Strategic Services
LLC, a sole proprietorship
Signed by:
~ NdMCS61A,
E2B0B9B04E17420 ...

Angela Nicholson
CEO

CITY OF ALAMEDA
a municipal corporation
Gerry Beaudin
City Manager

RECOMMENDED FOR APPROVAL
Noelle White
Human Resources Director
APPROVED AS TO FORM:

City Attorney
Douglas W. McManaway
Assistant City Attorney
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18

Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB ' '
\kholson St r.ileg-it: Sen icl's I.I (
August 7, 2026
Gerry Beaudin
City Manager
City of Alameda
2263 Santa Clara Ave
Alameda, CA 94501
Noelle White
Human Resources Director
City of Alameda
RE: Interim Human Resources Director
Dear Gerry and Noelle,
Appendix A
Thanks for reaching out to discuss your Human Resources staffing needs in Alameda. I am a 25+ year local government employee and I have been deeply involved in Human Resources during my career.

Over the last four years, as a consultant, I served as the interim County HR Director in Mariposa County and as the Interim HR director in the city of Petaluma. I understand the systems of local government and have worked across all departments to deliver innovative and efficient services and programs.

I also currently working with other government clients on business process improvement, strategic plan development, executive coaching, systemwide program development and High Performance Organization implementation. I teach at the University of Kansas twice a year and at other local governments to help launch the key principles of local government performance improvement .

Prior to my consulting role, I spent 15 years working for Marin County, serving in a variety of roles including, Assistant County Administrator, Acting HR Director on 2 separate instances, Assistant HR Director, Deputy HR Director, Principal Analyst in Labor and Employee Relations, and the Equal Employment Director .

During my career with the County of Marin, I have led many programs and strategic initiatives, including:
• Developed and implemented the County's 5 year internal strategic business plan and successor 2 year strategic business plan, ensuring broad engagement from stakeholders; • Developed and implemented the County's performance management program (Compass) to assess and measure organizational growth in all 22 County Departments; • Developed the County's facilitation and coaching cohorts; • Provided coaching to County employees; Developed the Marin County Coaching program;
• Led the implementation of High-performance government (HPO) concepts and tools, beginning with the executive leadership team;
• Served as Director of the EOC during COVID, Fire and PSPS activations, working with County and community leaders to ensure services were delivered to the most marginalized communities;
• Led the ERP System Implementation;
• Developed and led the County's first-ever Racial Equity team; Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430-8184-8222-4F35C90916FB ' '
\icholson Str.1te1d, Sen llTs 11 (
• Led the County's budget and communications teams;
• Negotiated 30+ labor agreements;
• Drafted and reviewed County policies and procedures;
• Provided various Countywide trainings including, but not limited to : Diversity, Equity, Inclusion and Belonging; High-Performance Government; and Labor and Employee Relations for Managers
Prior to working for the County of Marin, I worked for the Administrative Office of the Courts where I negotiated labor agreements on behalf of the trial courts in California and provided other Labor and Employee Relations services, including drafting and revising personnel policies and labor relations rules for the newly formed trial court human resources departments .

I am a 2002 graduate of UC, College of the Law, San Francisco (Formerly Hastings College of the Law) and received my undergraduate degree from the University of Tulsa.

Responsibilities : As the interim Human Resources manager, I will be responsible for all Human Resources Director functions , including managing and supporting the Human Resources team; leading labor relations strategy and conducting bargaining as the lead spokesperson; providing oversight of recruiting, class and comp, EEO, Employee Relations, Benefits, Risk, and Training and OD; completing the compensation evaluation; communicating with and collaborating with other department heads; and collaborating with the City Manager to complete other organizational tasks. I will work hand in hand with your team to ensure that they are supported and have the needed resources during this time of transition. At your request, I would also provide coaching to members of your team, work to assess development opportunities to strengthen the HR function , and provide HPO training to the organization .

Cost Proposal: I currently bill at $250 per hour. If you would prefer task-based billing, I am also willing t o discuss how that might work for Alameda.

Scheduling: I am happy to be in the office 2-3 days per week to be a presence and work with the team.

I am also available to attend council meetings, as requested.

I look forward to discussing this proposal further .

My Best,
Angela Nicholson
Nicholson Strategic Services
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: 93772861-A430 -8184-8222-4F35C90916FB Appendix B
' '
\irholson Slr,1le!dt Senin ·s 11 (
• Led the County's budget and communications teams;
• Negotiated 30+ labor agreements;
• Drafted and reviewed County policies and procedures;
• Provided various Countywide trainings including, but not limited to : Diversity, Equity, Inclusion and Belonging; High-Performance Government; and Labor and Employee Relations for Managers
Prior to working for the County of Marin, I worked for the Administrative Office of the Courts where I negotiated labor agreements on behalf of the trial courts in California and provided other Labor and Employee Relations services, including drafting and revising personnel policies and labor relations rules for the newly formed trial court human resources departments .

I am a 2002 graduate of UC, College of the Law, San Francisco (Formerly Hastings College of the Law) and received my undergraduate degree from the University of Tulsa.

Responsibilities: As the interim Human Resources manager, I will be responsible for all Human Resources Director functions, including managing and supporting the Human Resources team; leading labor relations strategy and conducting bargaining as the lead spokesperson; providing oversight of recru iting, class and comp, EEO, Employee Relations, Benefits, Risk, and Training and OD; completing the compensation evaluation ; communicating with and collabo rating wit h other department heads; and collaborating with the City Manager to complete other organizational tasks. I will work hand in hand with your team to ensure that they are supported and have the needed resources during this time of transition . At your request, I would also provide coaching to members of your team, work to assess development opportunities to strengthen the HR function, and provide HPO training to the organization.

Cost Proposal: I currently bill at $250 per hour. If you would prefer task-based billing, I am also willing to discuss how that might work for Alameda .

Scheduling: I am happy to be in the office 2-3 days per week to be a presence and work with the team .

I am also available to attend council meetings, as requested.

I look forward to discussing this proposal further .

My Best,
Angela Nicholson
Nicholson Strategic Services
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT
AUTOS

AUTOSAUTOS

NON-OWNED

HIRED AUTOS

SCHEDULEDALL OWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
MTTU
Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA
5 Concourse Parkway
Suite 2150
Atlanta GA, 30328
(888) 202-3007
[email protected]
Hiscox Insurance Company Inc 10200
Nicholson strategic services LLC
480 Arlington Ave
Berkeley, CA 94707
The City of Alameda
2263 Santa Clara Ave
Alameda, CA 94501
A Cyber and Data Risk Y P107.110.698.1 09/01/2026 09/01/2027 Each Claim: $ 1,000,000 Aggregate: $ 1,000,000
City, its city council, boards, commissions, officials, employees, agents, and volunteers is Additional Insured and subject to the policy terms and conditions. Hisco x will endeavor to provide 30-day notice of cancellation. 08/25/2026
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 8/31/2026

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

COMBINED SINGLE LIMIT
AUTOS

AUTOSAUTOS

NON-OWNED

HIRED AUTOS

SCHEDULEDALL OWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
MTTU
Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA
5 Concourse Parkway
Suite 2150
Atlanta GA, 30328
(888) 202-3007
[email protected]
Hiscox Insurance Company Inc 10200
Nicholson strategic services LLC
480 Arlington Ave
Berkeley, CA 94707
The City of Alameda
2263 Santa Clara Ave
Alameda, California 94501
The City of Alameda its city council, boards, commissions, officials, employees, agents, and volunteers is Additional Insured and subject to the policy terms and c onditions. Hiscox will endeavor to provide 30-day notice of cancellation. 11/02/202611/02/2025P100.999.430.4YY
X
A
X
X 1,000,000
100,000
5,000
1,000,000
2,000,000
S/T Gen. Agg.
08/26/2026
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 8/31/2026

Declarations Page
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 HISCOX INSURANCE COMPANY INC. (A Stock Company)
125 S. Wacker Drive, Suite 2080, Chicago, IL 60606
CGL D001 10 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © ISO Properties, Inc., 2000

Page 1 ends

Commercial General Liability Declarations
In return for the payment of the premium, and subject to all the terms of this Policy, we agree with you to provide the insurance as stated in this Policy.

Declaration effective from: August 26, 2026
Policy No.: P100.999.430.4
Named Insured: Nicholson strategic services LLC
Address: 480 Arlington Ave
Berkeley, CA 94707
Email Address: [email protected] Policy period: From: November 2, 2025 To: November 2, 2026 At 12:01 A.M. (Standard Time) at the address shown above.

Form of Business: Limited Liability Company
Each Occurrence Limit: $1,000,000
Damage to Premises Rented to You Limit: $100,000 Any one premises Medical Expense Limit: $5,000 Any one person
Personal & Advertising Injury Limit: $1,000,000 Any one person or organization General Aggregate Limit: $2,000,000
Products/Completed Operations
Aggregate Limit:

Products-completed operations are subject to the General Aggregate Limit Supplemental Business Personal Property Floater
Coverage Limit:
$0
Supplemental Business Personal Property Floater
Coverage Deductible:

Not Applicable
All Premises You Own, Rent or Occupy
Premises Number:
2 Address: 480 Arlington Ave
Berkeley, CA 94707
Total Premium: 494.00
Attachments: See attached Forms and Endorsements Schedule.

Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 HISCOX INSURANCE COMPANY INC. (A Stock Company)
125 S. Wacker Drive, Suite 2080, Chicago, IL 60606
CGL D001 10 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © ISO Properties, Inc., 2000

Page 2 ends

IN WITNESS WHEREOF, the Insurer indicated above has caused this Policy to be signed by its President and Secretary, but this Policy shall not be effective unless also signed by the Insurer's duly authorized representative.

President
Secretary
Authorized Representative
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 HISCOX INSURANCE COMPANY INC. (A Stock Company)
125 S. Wacker Drive, Suite 2080, Chicago, IL 60606
INT D001 01 10 Page 1 of 1
Forms and Endorsements Schedule
Forms and Endorsements made part of this policy at time of issue:

CGL D001 10 18 - Commercial General Liability Declarations INT D001 01 10 - Forms and Endorsements Schedule
CGL E5410 CW (03/10) - Policy Changes
CG 20 26 07 04 - Additional Insured - Designated Person or Organization Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Endorsements
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Hi
scox Insurance Company Inc.

Policy Number:

Named Insured:

Endorsement Number:

Endorsement Effective:

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CGL E5410 CW (03/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission.


POLICY CHANGES
Thi
s endorsement will not be used to decrease coverage, increase rates or deductibles or alter any terms or con- ditions of coverage unless at the sole request of the insured.

The f
ollowing item(s):
 Insured's Name  Insured's Mailing Address
 Policy Number  Company
 Effective/Expiration Date  Insured's Legal Status/Business of Insured  Payment Plan  Premium Determination
 Additional Interested Parties  Coverage Forms and Endorsements  Limits/Exposures  Deductibles
 Covered Property/Located Description  Classification/Class Codes  Rates  Underlying Insurance
is (are) changed to read {See Additional Page(s)}:

The abov
e amendments result in a change in the premium as follows:
 NO CHANGES  TO BE ADJUSTED

AT AUDIT

ADDITIONAL PREMIUM RETURN PREMIUM
$ $
X
9 P100.999.430.4
Nicholson strategic services LLC
34 08/26/2026

Page 1 of 2 ends

Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 CGL E5410 CW (03/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Page 2 of 2 ends

POLICY CHANGES ENDORSEMENT DESCRIPTION
It is understood and agreed that effective 08/26/2026, Endorsement # 35 entitled Additional Insured - Designated Person or Organization is added.

All other terms and conditions remain unchanged.

Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Hiscox Insurance Company Inc.

Policy Number:

Named Insured:

Endorsement Number:

Endorsement Effective:

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s) Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Section II – Who Is An Insured is amended to in-
clude as an additional insured the person(s) or organi- zation(s) shown in the Schedule, but only with respect
to liability for "bodily injury", "property damage" or
"personal and advertising injury" caused, in whole or
in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf:

A. In the performance of your ongoing operations; or
B. In connection with your premises owned by or
rented to you.

P100.999.430.4
Nicholson strategic services LLC
35 08/26/2026
The City of Alameda
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

COMBINED SINGLE LIMIT
AUTOS

AUTOSAUTOS

NON-OWNED

HIRED AUTOS

SCHEDULEDALL OWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
MTTU
Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA
5 Concourse Parkway
Suite 2150
Atlanta GA, 30328
(888) 202-3007
[email protected]
Hiscox Insurance Company Inc 10200
Nicholson strategic services LLC
480 Arlington Ave
Berkeley, CA 94707
The City of Alameda
2263 Santa Clara Ave
Alameda, California 94501
Each Claim: $ 2,000,000
Aggregate: $ 2,000,000
Professional LiabilityA 09/01/202709/01/2026P100.858.449.5Y 08/25/2026
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 8/31/2026
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 8/31/2026
Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18 Docusign Envelope ID: F91BF1A9-F2F5-8A79-814B-AE4A7BFF0F18

Alameda City CouncilSeptember 15, 2026

Alameda City Council
September 15, 2026