Exhibit 2: Agreement - CPS HR Consulting — Alameda City Council, October 20, 2026

CPS HR CONSULTING 1 Version 7-1-26

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 COOPERATIVE PERSONNEL SERVICES dba CPS HR CONSULTING, a California Joint Powers Authority, whose address is 2450 DEL PASO ROAD, SUITE 220, SACRAMENTO, CA 95834 (“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 as 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: specialized management and executive recruiting services. City staff issued a Request for Proposals with a submittal period of twenty-six (26) days and received nineteen (19) timely submitted bids or proposals, and selected the service providers that best meets the City's need for services or materials C. Provider is specially trained, experienced and competent to perform the special services which will be required by this Agreement.

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 management and executive recruiting 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 31st day of October 2028, 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 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:

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a. 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 as set forth in Exhibit B.
b. The total five-year compensation for this Agreement 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 represents 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 manner acceptable to the City) shall be promptly removed 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 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 employeremployee 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 Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB CPS HR CONSULTING 3 Version 7-1-26
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 nondiscrimination 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 of litigation (“Claims”), but only to the extent arising from or in any manner connected to Provider’s negligent acts, errors, omissions, recklessness, willful misconduct, or breach 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. 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. 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 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.

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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 (4). 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.
_____________
Provider Initials
b. 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
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
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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: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $1,000,000 each occurrence
(4) Professional Liability:

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. 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:

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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 noncontributory 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 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 this 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.

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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 City 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, sublessee, 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 resumés 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 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:

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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 shall be 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. 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 clearly 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 of records, and the City’s supplemental examination or audit of the records discloses 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 Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB CPS HR CONSULTING 9 Version 7-1-26
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 approvals from Provider to the City shall be addressed to the City at:

City of Alameda
Human Resources
2263 Santa Clara Avenue, Rm. 290
Alameda, CA 94501
ATTENTION: Noelle White, Human Resources Director
Ph: (510) 747-4900
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:

CPS HR Consulting
Contracts Department
2450 Del Paso Road, Suite 220
Sacramento, CA 95834
ATTENTION: Dimple Patel
Ph: (916)471-3363
Email address: [email protected]
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 Avenue, Rm. 290
Alameda, CA 94501
ATTENTION: Noelle White, Human Resources Director
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 Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB CPS HR CONSULTING 10 Version 7-1-26
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. 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. HEALTH 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.

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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 Indemnitees 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:

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 1720, 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 Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB CPS HR CONSULTING 12 Version 7-1-26
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/ContractorRegistration.html 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 anything 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 1, 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.

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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)(1)(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.
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 nonbinding 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.

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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.

Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB CPS HR CONSULTING 15 Version 7-1-26
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Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.

COOPERATIVE PERSONNEL SERVICES
dba CPS HR CONSULTING CITY OF ALAMEDA
a California Joint Powers Authority a municipal corporation

Melissa Asher Gerry Beaudin
Chief of Client Services 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: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB

COOPERATIVE PERSONNEL SERVICES

DBA CPS HR CONSULTING

RESOLUTION

AUTHORITY TO CONTRACT
Whereas, Cooperative Personnel Services is a joint powers agency organized to do business with government and non-profit agencies throughout the world; and
Whereas, the following agencies represented on the Board of Directors of the above-named joint powers agency:

Mecklenburg County
City of Las Vegas
Sacramento County
City of Anaheim
Hayward Unified School District
City of Plano
County of Pinellas
then be it
Resolved, that by the Board as of June 10, 2022, the above-named Board agencies have authorized the Chief Executive Officer of Cooperative Personnel Services to enter into Agreements with the State of California, other governmental agencies, and non-profit organizations for the provision of human resource and related management services as authorized under Section 2 of the CPS Joint Powers Agreement unless or until such authority is revoked by the Board; and be it further;
Resolved, that by the above-mentioned date, the Chief Executive Officer has been authorized to delegate execution of such Agreements to employees of CPS for and on behalf of Cooperative Personnel Services.

RESOLUTION # 22-04

RESOLVED BY THE BOARD OF DIRECTORS

CPS HR CONSULTING
AT THE JUNE 10, 2022 MEETING
MOTION: ANDAL, CITY OF ANAHEIM
SECOND: HSIEH, SACRAMENTO COUNTY
VOTE: CITY OF ANAHEIM AYE

MECKLENBURG COUNTY AYE

HAYWARD USD AYE

CITY OF LAS VEGAS AYE

SACRAMENTO COUNTY AYE

CITY OF PLANO ABSENT

PINELLAS COUNTY ABSENT
CERTIFIED:
_____________________________________ DATED:____________________

FERNANDO YANEZ, BOARD MEMBER

CPS HR BOARD OF DIRECTORS
06/28/2022
Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB 2450 Del Paso Road, Suite 220 Sacramento, CA 95834 t: 916.263.3600 f: 916.263.3613 www.cpshr.us Delegation of Authority
To Whom it May Concern:

By means of this letter, I, Katie S. Hagen, Chief Executive Officer, delegate the authority herein described, to the CPS employees listed on Attachment A on the following terms and conditions:

1. The designated employees may review and execute, on my behalf, all documents named and in such amounts as listed in Attachment A.

2. The effective date of this delegation is June 26, 2026 and shall run until revoked by me, my successor or the Board of Directors.

3. The authority delegated is not subject to sub-delegation without my prior and express written consent.

4. This delegation is made pursuant to Cooperative Personnel Service’s Joint Powers Authority and Signature Authority Policy.

Signature (Delegating official)
Katie S. Hagen, Chief Executive Officer
Name and Title
June 26, 2026
Date
Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB 2450 Del Paso Road, Suite 220 Sacramento, CA 95834 t: 916.263.3600 f: 916.263.3613 www.cpshr.us Attachment A
Melissa Asher, Chief of Client Services: Review and execute all client agreements, subcontracts, and proposals. This authority is not to exceed $5,000,000.

Ana Costa, Testing Services & Credentialing Manager: Review and execute all Test Rental Agreements. This authority is not to exceed $50,000.

Brian Bullock, Training Manager: Review and execute all Departmental Training Agreements. This authority is not to exceed $50,000.

Geralyn Gorshing, Chief of Marketing and Business Development: Review and execute all contracts related to CPS HR’s sales and marketing functions. Review and execute all proposals and client agreements. Review and execute all conference space rental agreements. The authority is not to exceed $5,000,000.

Sandy MacDonald-Hopp, Chief Financial Officer: Review and execute all client agreements, subcontracts, project notices and proposals as well as general contractual agreements. Review and execute all documents required to procure and administer the necessary and appropriate insurance policies and coverage for CPS HR. This authority is not to exceed $15,000,000.

Jaclyn Del Carlo, Chief Human Resources Officer: Review and execute all documents and agreements related to human resources. Review and execute all client agreements and subcontracts. The authority is not to exceed $5,000,000.

Greg Roberson, Chief Information Officer: Review and execute all agreements required to procure information technology equipment and services. This authority is not to exceed $5,000,000.

Victoria Quintero Brashear, Chief of Client Services: Review and execute all client agreements, subcontracts, and proposals. Review and execute all test site and conference space rental agreements. This authority is not to exceed $5,000,000.

Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB Proposal to the City of Alameda
RFP Recruiting Services for Executive and Management Level Recruitments Page | 20
Approach and Methodology
Key Stakeholder Involvement
The Hiring Authority on behalf of the City must be actively involved in the recruitment and selection process. Our approach assumes their direct participation in key phases. At the discretion of the Hiring Authority, other key stakeholders may also be invited to provide input for the development of the candidate profile.

The City’s Needs
A critical first step in a successful search is for the Hiring Authority to define the professional and personal qualities required of the Incumbent. CPS HR has developed a very effective process that will permit the Hiring Authority to clarify the preferred future direction for the City; the specific challenges the City is likely to face in achieving this future direction; the working style and organizational climate the hiring authority wishes to establish with the Incumbent; and ultimately, the professional and personal qualities required of the Incumbent.

Commitment to Communication
Throughout the recruitment and selection process, we are strongly committed to keeping you fully informed of our progress. We will collaborate with you to provide updates on the status of the recruitment via your preferred method of communication (phone conference, email, etc.).

We place the highest level of importance on customer service and responding in a timely manner to all client and candidate inquiries. Our previous clients and candidates have expressed a sincere appreciation for our level of service and responsiveness to the management of the recruitment process. As a result, we have many long-term relationships with clients that have led to opportunities to assist them with multiple recruitments.

Aggressive, Proactive, and Robust Recruitment
We take an aggressive approach in identifying and recruiting the best available candidates. There are those candidates who would gladly rise to the professional challenge and apply for positions within your organization; however, some of the best candidates are often not actively seeking a new position and may only consider a change once we present them with your opportunity.

Evoking the sense of vision and opportunity in qualified persons is among the responsibilities of CPS HR, and we pride ourselves in our efforts to reach the best available potential candidates.

We directly email the outreach brochure, post messages, and connect with potential candidates on business media such as LinkedIn, and of course, pick up the phone and call qualified individuals and referral sources.

Appendix A Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB Proposal to the City of Alameda
RFP Recruiting Services for Executive and Management Level Recruitments Page | 21
Commitment to Equity and Inclusive Recruitment Practices CPS HR is deeply committed to advancing diversity, equity, and inclusion (DEI) in all aspects of recruitment. We intentionally design each recruitment strategy to expand access and remove barriers, ensuring opportunities are inclusive and broadly accessible. Our firm actively partners with organizations, professional associations, and affinity groups representing historically underrepresented communities and maintains policies that encourage diverse candidate referrals across all recruitments.

This commitment is reflected in our results—our recruitment processes consistently yield diverse candidate pools and successful placements that include a high percentage of individuals from underrepresented groups.

Recruitment Work Plan – All Levels
Our proposed process is designed to provide the City with the full range of services required to ensure the ultimate selection of a new hire uniquely suited to the City’s needs. We offer the following levels of service: 1) Full Recruitment – All Phases I-III and 2) Partial Recruitment – Phase I and II. Descriptions of the phases follow.

PHASE I – Strategic Recruitment Plan. The first step in this engagement is a thorough review of the City’s needs, culture, and goals; the recruitment and selection process; and the schedule. CPS HR is prepared to meet with key stakeholders to obtain input in developing the ideal candidate profile and to assist us in understanding key issues and challenges. Activities for this phase at each recruitment level will include:

Executive Search
 Foster client collaboration.
 Create a tailored plan for your agency and unique position.  Review of job duties and compensation for marketability.  Define ideal candidate profile with Hiring Authority and key stakeholders.  Identify assessment needs.
 Conduct stakeholder engagement (surveys, focus group, community meetings).  Leadership assessment.

Middle Management/Specialized
 Collaborate with appropriate stakeholder(s) to define the ideal candidate profile for the position.
 Review of job duties and compensation for marketability.

Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB Proposal to the City of Alameda
RFP Recruiting Services for Executive and Management Level Recruitments Page | 22
 Identify testing/assessment needs.
 Coordinate with client on development of recruitment brochure for desired position; prepare brochure design.
 Complete recruitment brochure and create posting in client applicant tracking system or CPS HR’s applicant tracking system (NEOGOV).

General (Professional/Administrative)
 Foster client collaboration.
 Develop a recruitment plan.
 Review job specifications/classification.
 Define candidate profile with Hiring Authority and key stakeholders.  Identify testing/assessment needs.

PHASE II – Marketing and Applicant Screening. The recruitment process is tailored to fit the City’s specific wants and needs, with targeted advertising, combined with personal contacts with qualified individuals from our extensive database. CPS HR will prepare, submit for your approval, and publish advertisements in appropriate magazines, journals, newsletters, job bulletins, and websites to attract candidates on a nationwide, regional, local, or targeted basis based on the recruitment strategy. CPS HR is focused on reaching a diverse candidate pool and would recommend publications/websites that are targeted to minority and female candidates. CPS HR would execute the following tasks for this phase at each recruitment level including:

Executive Search
 Create an attractive and informative electronic flip book type of brochure to market the position.
 Conduct targeted research to identify ideal passive candidates.  Execute active and passive sourcing of candidates through e-mail, phone, and social media.
 Devise advertising and marketing strategy.
 Develop innovative media campaigns.
 Review applicant resumes and ensure minimum qualifications are met.  Conduct comprehensive preliminary phone screening interviews.  Submit “Client Report” (including summary of recruitment activities and candidate applications and/or resumes) to include list of qualified candidates.

Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB Proposal to the City of Alameda
RFP Recruiting Services for Executive and Management Level Recruitments Page | 23
 Meet with the City to discuss the report and the results of the preliminary phone screening interviews in order for the City to identify candidates to invite to oral panel interview.
 Provide the City with updates of recruitment status during application period.  Respond to applicant inquiries and manage applicant communication.

Middle Management/Specialized
 Identify ad sources relevant to the position and coordinate the placement of agreed upon ads.
 Conduct active and passive sourcing of candidates through e-mail, phone, social media, and outreach tools/referral sources.
 Review all applicants against the minimum qualifications for the position within designated applicant tracking system ensuring appropriate disposition is captured.  Develop and administer secondary rated screening or conduct preliminary phone screening interviews.
 Submit “Client Report” (including summary of recruitment activities and candidate applications and/or resumes) to include list of qualified candidates.  Meet with the City to discuss the report and the results of the secondary rated screening or preliminary phone screening interviews in order for the City to identify candidates to invite to oral panel interview.
 Provide the City with updates of recruitment status during application period.  Respond to applicant inquiries and manage applicant communication.

General (Professional/Administrative)
 Create standard job bulletin.
 Identify advertising sources.
 Create marketing campaign.
 Review applicant resumes and ensure minimum qualifications are met utilizing the City’s applicant tracking system or CPS HR’s applicant tracking system.  Develop and/or administer applicable screening tool (i.e., secondary rated screening, written exam
 Provide a list of eligible candidates.

Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB Proposal to the City of Alameda
RFP Recruiting Services for Executive and Management Level Recruitments Page | 24
PHASE III – Selection. CPS HR will design a selection process based on information gathered in Phase I. We will meet with the City to review this process and discuss the City’s preferred approach in assessing the final candidates. We can coordinate all aspects of the selection process for the City. This includes preparing appropriate materials such as interview questions, evaluation manuals, and other assessment exercises; and facilitating the interviews. CPS HR will be available to complete the following components of this phase at each recruitment level:

Executive Search
 Develop and facilitate all required selection processes including development of interview questions and/or assessments.
 Coordinate all candidate communication and scheduling.  Train interview panel and handle onsite facilitation of interview process.  Execute extensive background and reference checks.
 Provide assistance with contract negotiation.
 Facilitate appointment of selected candidate.
 Prepare a written report that summarizes the results of the recruitment process.

Middle Management/Specialized
 Develop interview questions including rating criteria and/or other requested selection tools.
 Develop and facilitate training of oral exam interview panel for the City’s interview process.
 Coordinate all candidate communication and scheduling.  Prepare interview evaluation materials.
 Facilitate oral panel exam interview and final hiring interview process.  Conduct professional reference checks and/or background checks, upon request.  Facilitate appointment of selected candidate upon request.

General (Professional/Administrative)*
 Develop interview questions and train interview panel for the City’s interview process.  If requested by the City, coordinate and facilitate administration of interviews. *Note: Above service would incur additional professional labor hours and travel expenses.

Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB Proposal to the City of Alameda
RFP Recruiting Services for Executive and Management Level Recruitments Page | 25
Proposed Schedule
The project team CPS HR has selected is prepared to begin work upon receipt of a fully-executed contractual agreement. Depending on the recruitment level selected, recruitment and selection activities can be completed in two to four months. The precise schedule will depend on the placement of advertising in the appropriate professional journals, and the ability to schedule, as quickly as possible, the initial client kick off meeting. A proposed schedule of major milestones is presented below.

Full Recruitment Timeline:

Partial Recruitment Timeline:

Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB Proposal to the City of Alameda
RFP Recruiting Services for Executive and Management Level Recruitments Page | 26
Project Pricing
Professional Fixed Fee
Our professional fixed fee covers all CPS HR services associated with the recruitment process selected (Outreach Only, Partial Recruitment or Full Recruitment), including the necessary field visits.

Travel expenses for candidates who are invited forward in the interview process are not included in our current price proposal. However, should the City desire CPS HR’s Travel Team to assist with these arrangements, we are happy to do so. This might require an amount be added to our contract.

Service Pricing
Executive Recruitment
Full - Executive Recruitment for City Manager $30,000 Flat Fee Full - Executive Recruitment $27,000 Flat Fee
Partial - Executive Recruitment $22,500 Flat Fee
Engineering/Information Technology/Planning
Full – Engineering/Information Technology/Planning $22,500 Flat Fee Partial - Engineering/Information Technology/Planning $20,000 Flat Fee Middle Management / Specialized Recruitment
Full - Middle Management/Specialized $20,000 Flat Fee
Partial - Middle Management/Specialized $17,000 Flat Fee General (Professional/Administrative)
Full - General (Professional/Administrative) $20,000 Flat Fee Partial - General (Professional/Administrative) $17,000 Flat Fee Additional Options
Outreach Only $7,500 flat fee
Outreach Plus Advertising $10,000 flat fee
*Professional fees for Partial and Full recruitment will be billed and paid at the completion of each phase.

Professional fees for an Outreach/Advertising project will be billed and paid in full upon completion of the project.

Appendix B
Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB Proposal to the City of Alameda
RFP Recruiting Services for Executive and Management Level Recruitments Page | 27
Hourly Rates
Following are our Hourly rates for any additional services outside the standard scope.

Classification Hourly Rate
Project Manager $180-$195
Principal Executive Recruiter / Principal Project Consultant $150–$180 Senior Executive Recruiter / Senior Project Consultant $135–$150 Executive Recruiter / Project Consultant $125–$135
Administrative Technician $95–$110
Senior Office Assistant $70–$90
Our Placement Guarantee
Executive Recruitment One Year / Middle Management Recruitment SixMonth Service Guarantee If the employment of the candidate selected and appointed by the City as a result of a full executive recruitment (Phases I, II, and III) comes to an end before the completion of the first year of service or a full middle management recruitment (Phases I, II, and III) comes to an end before the completion of the first six (6) months of service, CPS HR will provide the City with professional services to appoint a replacement. Professional consulting services will be provided at no cost. the City would be responsible only for expenses such as re-advertising, consultant travel, additional background checks, etc. This guarantee does not apply to situations in which the successful candidate is promoted or re-assigned within the organization during the guarantee period. Additionally, should the initial recruitment efforts not result in a successful appointment, CPS HR will extend the aggressive recruiting efforts and screen qualified candidates until an offer is made and accepted. CPS HR does not provide a guarantee for candidates placed as a result of a partial recruitment effort.

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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
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

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 WVDADDL
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 ONLY

AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED

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 EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER 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
HIRED

AUTOS ONLY
6/12/2026
Edgewood Partners Ins. Center
10877 White Rock Road Suite 300
Sacramento - P&C Lic #0B29370
Rancho Cordova CA 95670
Nicole Tucker [email protected] Hartford Fire Insurance Company 19682 COOPPERS Hartford Casualty Insurance Company 29424 Cooperative Personnel Services
DBA: CPS HR Consulting
2450 Del Paso Rd., Ste. 220
Sacramento CA 95834
Trumbull Insurance Company 27120 Lloyd's of London 85202 Hartford Fire Insurance Co and its CA 914 944793260 A X 1,000,000 X 1,000,000 X Ded $0 10,000 1,000,000 2,000,000 X Y Y 57UUNBM9LPG 7/1/2026 7/1/2027
2,000,000
C
1,000,000 X X
Y Y 57UENBY6MJS 7/1/2026 7/1/2027
B X X
57RHUBP8VA9 7/1/2026 7/1/2027
6,000,000 6,000,000 X
$10,000
E Y 57WEBF5WNL 7/1/2026 7/1/2027
X Stop Gap Applies 1,000,000 1,000,000 1,000,000
D Errors & Omissions
Claims Made/Retro Date 10/13/1989
PSP0440847250 7/1/2026 7/1/2027 Each Claim/Agg
Deductible/Each Claim
$3,000,000
$50,000
Re: All Contracts/Written Agreements between the Certificate Holder and the Insured. Additional Insured(s): City of Alameda, its City Council, boards, commissions, officials, employees, agents and volunteers. When required by written contract, additional insured status with primary coverage applies to General Liability and Automobile Liability and waiver of subrogation applies to General Liability, Automobile Liability and Workers' Compensation, all per the attached endorsements. Notice of cancellation to the certificate holder applies per the attached endorsement. City of Alameda 2263 Santa Clara, Ave.

Alameda, CA 94501
Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB 10/5/2026
Policy # 57UUNBM9LPG
Effective 7/1/2026
Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB (2) "Bodily injury" or "property damage"
included within the "products-completed
operations hazard".
f. Any Other Party
Any other person or organization who is not
an additional insured under Paragraphs a.
through e. above, 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 omissions of those acting on your
behalf:
(1) In the performance of your ongoing
operations;
(2) In connection with your premises owned
by or rented to you; or
(3) In connection with "your work" and
included within the "products-completed
operations hazard", but only if
(a) The written contract or agreement
requires you to provide such coverage
to such additional insured; and
(b) This Coverage Part provides coverage
for "bodily injury" or "property damage"
included within the "productscompleted operations hazard".

However:
(1) The insurance afforded to such additional
insured only applies to the extent
permitted by law; and
(2) If coverage provided to the additional
insured is required by a contract or
agreement, the insurance afforded to such
additional insured will not be broader than
that which you are required by the contract
or agreement to provide for such
additional insured.

With respect to the insurance afforded to
these additional insureds, this insurance does
not apply to:
"Bodily injury", "property damage" or
"personal and advertising injury" arising out of
the rendering of, or the failure to render, any
professional architectural, engineering or
surveying services, including:
(1) The preparing, approving, or failing to
prepare or approve, maps, shop drawings,
opinions, reports, surveys, field orders,
change orders or drawings and
specifications; or
(2) Supervisory, inspection, architectural or
engineering activities.

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision, hiring,
employment, training or monitoring of others

Page 14 of 21 ends

by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage", or the offense which caused the
"personal and advertising injury", involved the
rendering of or the failure to render any
professional services by or for you.

The limits of insurance that apply to additional
insureds is described in Section Ill - Limits Of
Insurance.

How this insurance applies when other insurance
is available to the additional insured is described
in the Other Insurance Condition in Section IV -
Commercial General Liability Conditions.

No person or organization is an insured with respect
to the conduct of any current or past partnership,
joint venture or limited liability company that is not
shown as a Named Insured in the Declarations.

SECTION Ill - LIMITS OF INSURANCE

1. The Most We Will Pay
The Limits of Insurance shown in the
Declarations and the rules below fix the most we
will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits".

2. General Aggregate Limit
The General Aggregate Limit is the most we will
pay for the sum of:
a. Medical expenses under Coverage C;
b. Damages under Coverage A, except
damages because of "bodily injury" or
"property damage" included in the "productscompleted operations hazard"; and c. Damages under Coverage B.

3. Products-Completed Operations Aggregate
Limit
The Products-Completed Operations Aggregate
Limit is the most we will pay under Coverage A
for damages because of "bodily injury" and
"property damage" included in the "productscompleted operations hazard".

4. Personal And Advertising Injury Limit
Subject to 2. above, the Personal and
Advertising Injury Limit is the most we will pay
under Coverage B for the sum of all damages
because of all "personal and advertising injury"
sustained by any one person or organization.

5. Each Occurrence Limit
Subject to 2. or 3. above, whichever applies, the
Each Occurrence Limit is the most we will pay for
the sum of:
a. Damages under Coverage A; and
HG00 0 10916
Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB

COMMERCIAL AUTOMOBILE
HA 991612 21
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMERCIAL AUTOMOBILE BROAD FORM

ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply.

1. BROAD FORM INSURED
Paragraph .1. • WHO IS AN INSURED • of
Section II - Liability Coverage is amended to
add the following:
d. Subsidiaries and Newly Acquired or
Formed Organizations
The Named Insured shown in the
Declarations is amended to include:
(1) Any legal business entity other than a
partnership or joint venture, formed as a
subsidiary in which you have an
ownership interest of more than 50% on
the effective date of the Coverage Form.

However, the Named Insured does not
include any subsidiary that is an
"insured" under any other automobile
policy or would be an "insured" under
such a policy but for its termination or
the exhaustion of its Limit of Insurance.
(2) Any organization that is acquired or
formed by you and over which you
maintain majority ownership. However,
the Named Insured does not include any
newly formed or acquired organization:
(a) That is a partnership or joint
venture,
(b) That is an "insured" under any other
policy,
( c) That has exhausted its Limit of
Insurance under any other policy, or
(d) 180 days or more after its
acquisition or formation by you,
unless you have given us notice of
the acquisition or formation.

Coverage does not apply to "bodily
injury" or "property damage" that results
from an "accident" that occurred before
you formed or acquired the organization.

Form HA 99 1612 21
e. Employees as Insureds
(1 ). Any "employee" of yours while using a
covered "auto" you don't own, hire or
borrow in your business or your
personal affairs.
f. Lessors as Insureds
(1 ). The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement if:
(a) The agreement requires you to
provide direct primary insurance for
the lessor and
(b) The "auto" is leased without a
driver.

Such a leased "auto" will be considered a
covered "auto" you own and not a covered
"auto" you hire.
g. Additional Insured if Required by Contract
(1) When you have agreed, in a written
contract or written agreement, that a
person or organization be added as an
additional insured on your business auto
policy, such person or organization is an
"insured", but only to the extent such
person or organization is liable for
"bodily injury" or "property damage"
caused by the conduct of an "insured"
under paragraphs a. or b. of Who Is An
Insured with regard to the ownership,
maintenance or use of a covered "auto."
The insurance afforded to any such
additional insured applies only if the
"bodily injury" or "property damage"
occurs:
(a) During the policy period, and
(b) Subsequent to the execution of such
written contract, and

Page 1 of 5 ends

© 2021, The Hartford
(Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Policy # 57UENBY6MJS
Effective 7/1/2026
Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER

FROM OTHERS ENDORSEMENT
Policy Number: 57 WE BF5WNL Endorsement Number:

Effective Date: 07/01/26 Effective hour is the same as stated on the Information Page of the policy.

This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

SCHEDULE
Any person or organization for whom you are required by contract or agreement to obtain this waiver from us.

Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Form WC 00 0313 Printed in U.S.A.

Process Date: 06/27/24
Countersigned by --------------------
Authorized Representative
Policy Expiration Date: 07/01/26
Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 57 WE BF5WNL Endorsement Number:

Effective Date: 07/01/25 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: COOPERATIVE PERSONNEL SERVICES 2450 Del Paso Road, Suite 220
Sacramento, CA 95834
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration.

SCHEDULE
Person or Organization Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us
Countersigned by
(1) Printed in U.S.A.
-------------------- Authorized Representative
Form WC 04 03 06
Process Date: Policy Expiration Date: 07/01/26
Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB

ABCDEFGHIJ
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
This policy is subject to the following additional If notice is mailed, proof of mailing to the last known Conditions: mailing address of the certificate holder(s) on file with A. If this policy is cancelled by the Company, other the agent of record or the Company will be sufficient than for nonpayment of premium, notice of such proof of notice. cancellation will be provided at least thirty (30) Any notification rights provided by this endorsement days in advance of the cancellation effective date apply only to active certificate holder(s) who were to the certificate holder(s) with mailing addresses issued a certificate of insurance applicable to this on file with the agent of record or the Company. policy's term.

B. If this policy is cancelled by the Company for Failure to provide such notice to the certificate nonpayment of premium, or by the insured, notice holder(s) will not amend or extend the date the of such cancellation will be provided within (10) cancellation becomes effective, nor will it negate days of the cancellation effective date to the cancellation of the policy. Failure to send notice shall certificate holder(s) with mailing addresses on file impose no liability of any kind upon the Company or its with the agent of record or the Company. agents or representatives.

Form IH 03 13 06 11 Page 1 of 1
© 2011, The Hartford
Policy # 57WEBF5WNL
Policy # 57UUNBM9LPG
Policy # 57UENBY6MJS
Effective 7/1/2026
Docusign Envelope ID: FE8E6B23-AD22-8212-8331-2D7BE3F85AA0 Docusign Envelope ID: E204AA32-FF8D-837F-80CD-4889D7A140BB

Alameda City CouncilOctober 20, 2026

Alameda City Council
October 20, 2026