Services Agreement (Professional Services) Page 1 of 13 Form 2.1.2 (2024-08-29) Building Division On-Call Services
SERVICES AGREEMENT (PROFESSIONAL SERVICES)
Building Division On-Call Services
City Agreement No. _C2026-567_______
City Budget Code: 10040300-53210___
This Services Agreement (Professional Services) for Building Division On-Call Services (“Agreement”) by and between the City of Napa, a California charter city (“City”), and 4Leaf, Inc., a California corporation (“Consultant”), is effective on the date last signed by the City, which is identified on the signature page as the “Effective Date.”
RECITALS
A. The City desires to obtain the services more particularly described in this Agreement and Exhibit “A,” and generally including Building Division Inspection, Plan Review, Permit Tech, and Senior Building Official Services.
B. The City issued a request for proposals for building on-call inspection, plan review and permitting tech services on June 2, 2025, and t he Consultant submitted a proposal on June 27,2025. The Consultant is qualified and has extensive experience providing building inspection, plan review, Permitting Tech and Senior Building Official services.
NOW, THEREFORE, the City and the Consultant, for the mutual consideration described herein, agree as follows:
1. SCOPE OF SERVICES.
1.1. Services. Consultant, acting in its capacity as a Building Inspector/Plans Examiner/Permitting Tech, licensed and in good standing under California law, will perform the services described in the Scope of Services and Schedule of Performance , attached hereto as Exhibit “A” and incorporated herein by reference (“Services”), in accordance with the terms and conditions of this Agreement and to the satisfaction of the City’s authorized representative , Chief Building Official (“City’s Authorized Representative”).
1.2. Standard of Care . In performing the Services, Consultant will meet or exceed the applicable standard of care for, and exercise the degree of skill and diligence ordinarily used by reputable professionals within the greater San Francisco Bay Area who provide the same or similar type of professional services as the Services required under this Agreement . Consultant will require and ensure that all of its employees, subconsultants, or agents performing or contributing to the Services will comply with the requirements of this Agreement.
1.3. Independent Contractor. Consultant will control the manner and means for performing the Services, acting as an independent contractor and not as an employee of the City. Consultant will not be entitled to any of the benefits that the City provides to its employees, including, but not limited to, health or retirement benefits.
1.4. Subcontracting. If Consultant subcontracts with a subconsultant to perform any of the Services, the City is deemed an intended beneficiary of that subcontract and the subconsultant will owe a duty of due care to the City. City reserves the right to approve or reject any proposed subconsultant, based on the subconsultant’s qualifications, relevant experience, or reputation.
1.5. Third Party Beneficiaries. Except to the extent expressly stated herein, this Agreement will not be construed to create any rights in third parties.
Docusign Envelope ID: 656E3B59-004D-8C04-821F-BCD8889F637D
Services Agreement (Professional Services) Page 2 of 13 Form 2.1.2 (2024-08-29) Building Division On-Call Services
1.6. Time for Performance. Time is of the essence for the performance of all Services and duties under this Agreement. Consultant will commence and complete all Services by the date and within any timeframes set forth in Exhibit “A .” Services for which times for performance are not specified in this Agreement will be commenced and completed by Consultant in a reasonably prompt and timely manner based upon the circumstances and direction from the City’s Authorized Representative . Consultant will submit all requests for extensions of time to the City in writing no later than ten days after the start of the circumstances or events giving rise to the delay, and no later than the time by which performance is due.
The City’s approval of any extension of time for performance of the Services will not operate to waive the City’s rights or remedies with respect to damages caused by Consultant’s delay.
1.7. Errors and Omissions. Consultant is solely responsible for costs arising from its errors and omissions, including increased construction costs or delay costs. Upon City’s request, Consultant will promptly correct its errors and omissions, at no cost to the City.
1.8. Unsatisfactory Services . Upon written notice from the City that any of the Services are unsatisfactory or fail to comply with the requirements of this Agreement (collectively, “Unsatisfactory Services”), Consultant will promptly correct or cure any such Unsatisfactory Services as specified in the City’s written notice. Consultant will not be entitled to any additional compensation or extension of time to correct or cure the Unsatisfactory Services. Consultant’s correction or cure of Unsatisfactory Services will not operate to waive the City’s rights or remedies with respect to any damages caused by the Unsatisfactory Services, the cost of which may be recovered by the City as an offset from payment otherwise due or to become due to Consultant.
2. COMPENSATION.
3.2.1 Payment. The City will pay Consultant for Consultant’s time and authorized expenses necessary to perform the Services, at the rates and charges set forth in the Compensation Rates and Charges attached hereto as Exhibit “B” and incorporated herein by reference, as compensation in full for Services satisfactorily performed in compliance with this Agreement. Consultant’s total compensation for performing the Services may not exceed $250,000.00, without prior written authorizat ion from the City. If the City authorizes Consultant to perform services in addition to the Scope of Services set forth in Exhibit “A,” Consultant will be compensated in accordance with the rates and charges in Exhibit “B.” Consultant will not be entitled to any compensation for additional services performed without the City’s prior written consent, or which exceed the scope of the City’s written consent.
2.1. Invoices. Consultant will submit a monthly itemized invoice to the City’s Authorized Representative for the Services provided during the preceding month. At a minimum, the invoice will identify the Services performed, the hours spent performing the Services, the applicable hourly rate(s), and any authorized expenses based on the rates and charges authorized in Exhibit “B .” The City will pay the Consultant within 30 days after approval of each invoice, with the exception of any disputed amounts.
3. AUTHORIZED REPRESENTATIVE. Consultant hereby assigns Craig Baptista, Vice President-West Plan Check & Inspection to serve as the Consultant’s authorized representative (“Consultant’s Authorized Representative”), to personally participate in and manage the Services provided under this Agreement, and to serve as the primary point of contact for all matters pertaining to this Agreement.
3.1. Substitutions. As a material inducement to entering into this Agreement, the City has relied upon Consultant’s representations regarding Consultant’s qualifications (including the qualifications of Consultant’s Authorized Representative, its personnel, and its subconsultants, if any , as identified on Exhibits “A” and “B” ). Consultant will not replace Consultant’s Authorized Representative (or any of its personnel or its subconsultants, if any, as identified on Exhibits “A” and “B”) without the City’s prior written consent.
4. NOTICES. All notices or requests required or contemplated by this Agreement will be in writing and delivered to the other party’s Authorized Representative by personal delivery, U.S. Mail, nationwide Docusign Envelope ID: 656E3B59-004D-8C04-821F-BCD8889F637D
Services Agreement (Professional Services) Page 3 of 13 Form 2.1.2 (2024-08-29) Building Division On-Call Services
overnight delivery service, email, or as otherwise specified herein. Delivery is deemed effective upon the first to occur of: (a) actual receipt by a party’s Authorized Representative, (b) actual receipt at the address identified below, or (c) three business days following deposit in the U.S. Mail of registered or certified mail sent to the address identified below. A party’s contact information, below, may be changed by providing written notice of any change to the other party.
TO CITY: Chief Building Official
CITY OF NAPA
P.O. Box 660
NAPA, CA 94559-0660
[email protected]
TO CONSULTANT: Craig Tole
Vice President of Community Development
2126 Rheem Drive
Pleasanton, CA 94588
[email protected]
5. TERM. The term of this Agreement begins on the Effective Date , and ends upon Consultant’s completion of the Services required by this Agreement, unless terminated earlier as provided herein. The following provisions will survive expiration or termination of this Agreement: Section 7.2 (Dispute Resolution), Section 8.1 (Confidentiality), Section 8.4 (Records of Performance), Section 10 (Indemnification), Section 11.4 (Professional Liability), Section 13.3 (Taxes), and Section 14 (General Provisions).
6. CITY’S RIGHT TO TERMINATE . The City may terminate this Agreement for convenience (with or without cause) by providing written notice of termination to Consultant, effective upon the date stated in the notice. If the City terminates the Agreement it will pay Consultant for all Services satisfactorily performed up to and including the effective date of the termination, subject to the provisions of Sections 2 and 8.2.
7. DEFAULT AND DISPUTE RESOLUTION.
7.1. Default. Consultant will be deemed in default of this Agreement if Consultant is not complying with the terms of this Agreement, or the City has reason to believe that Consultant’s ability to perform the Services has been or will be impaired. If either of these circumstances exist, the City may give written notice of default to Consultant and demand that the default be cured or corrected within ten days of the notice , unless the City determines that additional time is reasonably necessary to cure the default . If Consultant fails to cure the default within of the time specified in the notice, and the Consultant fails to give adequate written assurance of due performance within the specified time, then the City may terminate this Agreement in accordance with Section 6, or the City may pursue dispute resolution in accordance with Section 7.2.
7.2. Dispute Resolution. If any dispute arises between the parties in relation to this Agreement, the Authorized Representatives for each party will meet, in person, as soon as practicable, to engage in a good faith effort to resolve the dispute informally. If the parties are unable to resolve the dispute, in whole or in part, through informal discussions, the parties agree to participate in mediation. Notwithstanding the existence of a dispute, the Consultant will continue providing the Services during the course of any dispute, unless otherwise directed by the City.
7.2.1. Either party may give written notice to the other party of a request to submit a dispute to mediation, and a mediation session will take place within 60 days of the date that such notice is given, or sooner if reasonably practicable. The parties will jointly appoint a mutually acceptable mediator. The parties will share equally the costs of the mediator; however, each party will pay its own costs of preparing for and participating in the mediation, including any legal costs.
7.2.2. Good faith participation in mediation pursuant to this Section is a condition precedent to either party commencing litigation in relation to the dispute. In addition, any claims by Consultant arising from Docusign Envelope ID: 656E3B59-004D-8C04-821F-BCD8889F637D
Services Agreement (Professional Services) Page 4 of 13 Form 2.1.2 (2024-08-29) Building Division On-Call Services
or related to this Agreement, are subject to the claim presentment requirements in the Government Claims Act (Government Code section 900 et seq.).
8. INFORMATION AND RECORDS.
8.1. Confidentiality. Consultant will not disclose any information or records related to the performance of this Agreement , including information and records received from the City, as well as information and records created by the Consultant, to any person other than a City employee, unless and only to the extent that the City provides the Consultant with prior written consent to make a disclosure. Consultant will notify the City’s Authorized Representative of any request for disclosure of information, or any actual or potential disclosure of information, under this Agreement. Consultant’s obligations under this section will survive the termination of this Agreement.
8.2. Title to Records . All original documents or records ( “work product ”), whether paper or electronic, required by this Agreement to be prepared by Consultant (including its employees and subconsultants), whether complete or in progress, are the property of the City . Consultant will promptly deliver all such work product to the City at the completion of the Services, upon termination, or upon demand by the City. However, Consultant may make and keep copies of the work product.
8.3. Contract Cost Disclosure. For any document or report prepared in whole or in part by Consultant pursuant to this Agreement, Consultant will include the numbers and dollar amounts of related contracts or subcontracts as further specified by Government Code Section 7550.
8.4. Records of Performance. Consultant will maintain adequate records of performance under this Agreement (including Services provided, invoices for payment, and payments received) and make these records available to the City for inspection, audit, and copying, during the term of this Agreement and until four years after the Agreement has expired or been terminated.
8.5. Electronic Communications. Consultant will use reasonable good faith efforts to avoid transmitting electronic viruses or other damaging coding , and will promptly advise the City if Consultant discovers that an electronic virus or similar destructive coding may have been transmitted to the City.
8.6. Copyrights/Patents. In performing the Services under this Agreement, Consultant will not unlawfully infringe on any copyrighted or patented work. Consultant is solely responsible for the cost of any authorizations necessary to use any copyrighted or patented work.
9. ACCIDENT REPORT. If any death, personal injury, or property damage occurs in connection with the performance of the Services, Consultant will promptly submit to the City Clerk’s Office a written notice of the incident of damage with the following information:
9.1. A description of the damage including date, time, and location, and whether any City property was involved;
9.2. Name and contact information of any witness;
9.3. Name and address of the injured or deceased person(s); and
9.4. Name and address of Consultant’s insurance company.
Docusign Envelope ID: 656E3B59-004D-8C04-821F-BCD8889F637D
Services Agreement (Professional Services) Page 5 of 13 Form 2.1.2 (2024-08-29) Building Division On-Call Services
10. INDEMNIFICATION. To the full extent permitted by law , Consultant will indemnify, hold harmless, release, and defend the City (including its officers, elected or appointed officials, employees, volunteers, and agents) from and against any and all liability or claims (including actions, demands, damages, injuries, settlements, losses, or costs [including legal costs and attorney's fees]) (collectively, “Liability”) of any nature, arising out of , pertaining to, or relating to Consultant’s or its subconsultants’ negligence, recklessness, or willful misconduct in the performance of the Services under this Agreement. Consistent with Civil Code Section 2782, Consultant will not be obligated to indemnify City for the proportionate share of the Liability caused by the City’s active negligence, sole negligence, or willful misconduct. To the extent that Services are “design professional services,” as defined by Civil Code Section 2782.8, the cost to defend charged to the Consultant will not exceed the Consultant’s proportionate percentage of fault. Consultant’s indemnification obligations under this Agreement are not limited by any limitations of any insurance held by Consultant, including, but not limited to, workers’ compensation insurance.
11. INSURANCE. Consultant will not perform Services under this Agreement until Consultant has obtained all insurance required under Section 11 and such insurance has been approved by the City Attorney as to form and the Risk Manager as to carrier and sufficiency. The Cit y of Napa is now utilizing an online insurance verification system called PINS Advantage. After being selected for an agreement with the City, Consultant/Contractor will receive an email with instructions to log into the PINS Advantage System. Consultant/Contractor shall upon receiving the email noted above, log into the system and upload Certificates of Insurance and any endorsements required by this Agreement. For questions or issues with setting up your PINS Advantage account, please contact [email protected]. All requirements provided in this Section must appear either in the body of the insurance policies or as endorsements and must specifically bind the insurance carrier.
11.1. Policies and Limits . Without limiting Consultant ’s indemnification obligations in Section 10 , Consultant will procure and maintain throughout the period of this Agreement, the following policies of insurance and endorsements from insurers (if other than the State Compensation Fund) with a current A.M.
Best rating of no less than A:VII or its equivalent against injury/death to persons or damage to property which may arise from or in connection with the activities hereunder of Consultant, its agents, employees or subconsultants:
11.1.1. Commercial General Liability Policy. Consultant must procure and maintain Commercial General Liability Insurance (CGL) at least as broad as CG 00 01 (occurrence form), with minimum limits of no less than $1,000,000 per occurrence and $2,000,000 in the aggregate for bodily injury, personal injury, property damage, products and completed operations, and contractual liability.
11.1.2. Automobile Liability Policy. Consultant must procure and maintain Automobile Liability Insurance at least as broad as ISO Form number CA 0001, Code 1 (any auto), covering use of all owned, non-owned, and hired automobiles and all vehicles used in the performance of this Agreement with minimum limits not less than $1,000,000 per accident, combined single limit for bodily injury and property damage liability.
11.1.3. Workers’ Compensation. Consultant must procure and maintain Workers’ Compensation in such amounts as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both Consultant and City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the Services and Employer's Liability with minimum limits of $1,000,000 per accident for bodily injury or disease. If Consultant is not subject to California Workers’ Compensation requirements, Consultant must file a completed certificate of exemption form which may be obtained from the City prior to commencing any activity authorized hereunder.
11.1.4. Professional Liability. Consultant must procure and maintain Professional Liability Insurance appropriate to the Consultant’s profession covering liability imposed by law or contract arising out of an error, omission or negligent act in the performance, or lack thereof, of the Services and any physical property damage, bodily injury or death resulting therefrom, with limits not less than $2,000,000 combined single limit per occurrence and in the aggregate. The insurance must include a vicarious Docusign Envelope ID: 656E3B59-004D-8C04-821F-BCD8889F637D
Services Agreement (Professional Services) Page 6 of 13 Form 2.1.2 (2024-08-29) Building Division On-Call Services
liability endorsement to indemnify, defend, and hold harmless the City for claims arising out of the Consultant’s Services and an extended reporting endorsement, for a period of not less than four years from the date of completion of those Services. The policy inception date or retroactive date must coincide with or precede the Effective Date of this Agreement (including subsequent policies purchased as renewals or replacements).
11.2. Endorsements.
11.2.1. The CGL and automobile liability policies must contain an endorsement naming the City, its officers, elected or appointed officials, employees, volunteers, and agents as covered parties for liability arising out of the operations performed by or on behalf of Consultant. The coverage will contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, volunteers, and agents.
11.2.2. All policies of insurance provided by Consultant pursuant to this Agreement will be primary and non-contributory to any coverage maintained by the City. Any insurance carried by City will not contribute to, or be excess of insurance maintained by Consultant, nor in any way provide benefit to Consultant, its subconsultants, affiliates, officers, directors, employees, subsidiaries, parent company, or agents, if any.
11.2.3. The inclusion of more than one insured will not operate to impair or limit the rights of one insured against another, and the coverage will apply as though separate policies have been issued to each insured. Additionally, if the CGL insurance or other form of insurance with a general aggregate limit is used, either the general aggregate limit will apply separately to this Agreement or the general aggregate will be twice the required occurrence limit.
11.3. All Policies.
11.3.1. For all insurance policies required under this Agreement, each certificate of insurance will state that the coverage afforded by the policy or policies will not be reduced, cancelled, or allowed to expire without at least 30 days written notice to City, unless due to non-payment of premiums, in which case at least 10 days written notice is required. Notice required under this subsection will be sent by certified mail. Each required policy will include an endorsement providing that the insurer agrees to waive any right of subrogation it may have against the City. The endorsements will be on forms provided by City or as approved by City’s Risk Manager.
11.3.2. Any deductible or self-insured retention will be disclosed to the City prior to the City’s execution of this Agreement and is subject to approval by the City.
11.3.3. If Consultant does not keep all required insurance policies in full force and effect, the City may, in addition to other remedies under this Agreement, terminate or suspend this Agreement.
11.3.4. The coverage types and limits required pursuant to this Agreement will in no way limit the liability of Consultant.
12. CONFLICTS OF INTEREST. Consultant warrants that as of the Effective Date of this Agreement it has no interest and will not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the Services. Consultant further warrants that in the performance of the Services, Consultant will not employ or enter into a subcontract with any person or entity having any such conflict of interest.
12.1. Financial Interest. Consultant will not make or participate in making or in any way attempt to use Consultant’s position to influence a City decision in which Consultant knows, or has reason to know, Consultant has a financial interest other than the compensation promised by this Agreement. Consultant represents that it has diligently conducted a search and inventory of its financial interests, as defined in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant Docusign Envelope ID: 656E3B59-004D-8C04-821F-BCD8889F637D
Services Agreement (Professional Services) Page 7 of 13 Form 2.1.2 (2024-08-29) Building Division On-Call Services
does not, to the best of Consultant’s knowledge, have a financial interest that would conflict with Consultant’s duties under this Agreement. Consultant will immediately notify the City in writing if Consultant learns of a financial interest that may conflict with Consultant’s obligations under this Agreement.
12.2. Covenant Against Contingent Fees. Consultant warrants that it has not employed, retained, or entered into a contract with any person or entity , other than a bona fide employee working for the Consultant, to s olicit or secure this Agreement; and that it has not paid or agreed to pay any person or entity, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the making of this Agreement. For breach or violation of this warranty, the City may void this Agreement without liability or any further obligation to Consultant, or, alternatively, may elect to deduct from payments due or to become due to Consultant , the full amount of such fee, commission, percentage, brokerage fee, gift, or other consideration.
12.3. Statement of Economic Interest. If the City determines Consultant (or any of its employees or subconsultants) is subject to disclosure requirements under the Political Reform Act (Government Code section 87100 et seq.), Consultant (including any required employees or subconsultants) will complete and file a “Statement of Economic Interest ” (Form 700) with the City Clerk’s Office disclosing Consultant’s financial interests.
12.4. Subsequent Contracts . Unless otherwise specified in Exhibit “A,” Consultant’s duties and Services under this Agreement do not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City will at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Unless otherwise specif ied in Exhibit “A,” Consultant’s participation in the planning, discussions, or drawing of project plans or specifications will be limited to conceptual, preliminary, or initial plans or specifications. Consultant will cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement, if any.
13. COMPLIANCE WITH LAW.
13.1. Legal and Licensing Compliance. Consultant will comply with all applicable federal, state and local laws, rules, and regulations related to the Services under this Agreement. Consultant represents and warrants to City that Consultant has and will keep in effect during the term of this Agreement all licenses (including, but not limited to, the City of Napa business license), permits, qualifications , and approvals of whatsoever nature which are legally required for Consultant to practice Consultant's profession or perform the Services.
13.2. Nondiscrimination. At all times during the term of this Agreement, Consultant will comply with all applicable federal, state, and local laws, rules, and regulations prohibiting discrimination based on race, ethnicity, color, national origin, religion, marital status, age, sex, sexual orientation, disability (including any physical or mental impairment that substantially limits a major life activity) , medical condition, or any protected class.
13.3. Taxes. Consultant will file tax returns as required by law and pay all applicable taxes on amounts paid pursuant to this Agreement. Consultant will be solely liable and responsible to pay such taxes and other obligations, including, but not limited to, state and federal income and FICA taxes.
13.4. Provisions Deemed Inserted. Every provision of law required to be inserted or referenced in this Agreement will be deemed to be inserted or referenced.
14. GENERAL PROVISIONS.
Docusign Envelope ID: 656E3B59-004D-8C04-821F-BCD8889F637D
Services Agreement (Professional Services) Page 8 of 13 Form 2.1.2 (2024-08-29) Building Division On-Call Services
14.1. Headings. The heading titles for each section of this Agreement are included only as a guide to the contents and are not to be considered as controlling, enlarging, or restricting the interpretation of the Agreement.
14.2. Severability. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement will be construed as not containing that term, and the remainder of this Agreement will remain in full force and effect; provided, however, this section will not be applied to the extent that it would result in a frustration of the parties’ intent under this Agreement.
14.3. Governing Law, Jurisdiction, and Venue . The interpretation, validity, and enforcement of this Agreement will be governed and interpreted in accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement will be filed and heard in a court of competent jurisdiction in the County of Napa.
14.4. Attorney’s Fees . If any litigation is commenced to enforce or interpret this Agreement, the prevailing party is entitled to reasonable attorney’s fees, costs, and expenses incurred.
14.5. Assignment and Delegation. This Agreement will not be assigned or transferred in whole or in part, nor will any of the Consultant’s duties be delegated , without the City ’s prior written consent . Any attempt to assign, transfer, or delegate this Agreement, in whole or any part, without the City’s prior written consent will be void and of no force or effect. A ny consent by the City to one assignment , transfer, or delegation will not be deemed to be consent to any subsequent assignment, transfer, or delegation.
14.6. Modifications. This Agreement may not be amended or modified orally. No amendment or modification of this Agreement is binding unless it is in a writing signed by both parties.
14.7. Waivers. No waiver of a breach, default, or duty under this Agreement will be effective unless it is in writing and signed by the party waiving the breach, default, or duty. Waiver of a breach, default, or duty under this Agreement will not constitute a continuing waiver or a waiver of any subsequent breach, default, or duty under this Agreement.
14.8. Entire Agreement. This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the parties concerning the Services. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into this Agreement are complementary; what is called for in one is binding as if called for in all. If any provision in any document attached or incorporated into this Agreement conflicts or is inconsistent with a provision in the body of this Agreement, the provisions in the body of this Agreement will control over any such conflicting or inconsistent provisions.
14.9. Interpretation. Each party to this Agreement has had an opportunity to review the Agreement, and to consult with its respective legal counsel regarding the meaning of the Agreement. Accordingly, Civil Code Section 1654 will not apply to interpret any uncertainty in the meaning of the Agreement.
15. SIGNATURES.
15.1. Counterparts. This Agreement may be executed in counterparts, each one of which is deemed an original, but all of which together constitute a single instrument.
Docusign Envelope ID: 656E3B59-004D-8C04-821F-BCD8889F637D
Services Agreement (Professional Services) Page 9 of 13 Form 2.1.2 (2024-08-29) Building Division On-Call Services
15.2. Signatures; Electronic Signatures . The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Consultant and the City. The parties agree that this Agreement may be executed and transmitted electronically and that electronic signatures shall have the same force and effect as original signatures in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq.; the California Uniform Electronic Transactions Act, Civil Code Section 1633.1 et seq. and California Government Code Section 16.5.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the Effective Date set forth below.
CITY: CONSULTANT:
CITY OF NAPA, a California charter city 4Leaf, Inc., a California corporation
By: By:
Steve Potter, City Manager Kevin Duggan, President & Secretary
By:
Gene Barry, Vice President
Date:
(“Effective Date”)
COUNTERSIGNED:
APPROVED AS TO FORM:
Docusign Envelope ID: 656E3B59-004D-8C04-821F-BCD8889F637D May 4, 2026 | 10:01:29 AM PDT
Services Agreement (Professional Services) Page 10 of 13 Form 2.1.2 (2024-08-29) Building Division On-Call Services
EXHIBIT “A”
SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE
Consultant will perform the Services described in this Exhibit “A,” in accordance with the terms of the Agreement.
PLAN REVIEW SERVICES
Plan Review: Consultant will perform plan reviews to check plans for compliance with the California Building Laws as generally found in Title 24 Parts 2, 2.5, 3, 4, 5, 6, 8, 11 and 12 including structural, fire/life safety, disabled access, green building, and energy conservation requirements, as amended by the City.
Comment Lists and Plans Delivery: For plan reviews, Consultant shall provide typed lists of comments which refer to specific details and drawings, and reference applicable code sections. Consultant will transport plans and comments to City in person, via email or FAX, and/or reliable overland carrier.
Overnight delivery is available at no additional cost. As directed by the City’s Authorized Representative Consultant will provide plan check comments and perform rechecks directly with the (1) City, or (2) the applicant/designer, returning approved documents to the City after the plan review process is completed.
Turn-Around Schedules: Plan reviews shall be completed/returned to City within ten (10) working days of the date the plans are received by Consultant unless otherwise agreed to by City’s Authorized Representative in writing. Other turnaround schedules will be accommodated at request of the City.
Large, unusually complex plan reviews may require up to a fifteen (15) day turn-around.
Technical Support: When mutually agreed between the City and Consultant as vital to project success, Consultant staff will attend pre-construction or pre-design meetings, field visits upon request by City’s Authorized Representative, and provide support for field inspection personnel on an as-needed basis.
INSPECTION SERVICES
Consultant will provide building inspector(s) as requested by the City. The scope of inspection services to be provided will be defined as listed below or as defined uniquely for each project or as determined by 4LEAF, Inc and the City. Inspector(s) will report directly to the City Building Official or other person designated by the City for all project-related work.
In general, the inspection services to be provided may include, but are not limited to, field observation of all construction activity, preparation of daily reports, review of submittals and other duties as assigned.
PERMIT TECHNICIAN SERVICES
Consultant will provide Permit Technician(s) as requested by the City. The scope of permitting services to be provided will be defined as listed below or as defined uniquely for each project or as determined by 4Leaf, Inc. and the City. Technician(s) will report directly to the City Building Official or other person designated by the City for all project-related work.
In general, the permitting services to be provided may include, but are not limited to, processing permit applications and providing information to the public concerning the building permit process, requirements, codes, and inspection procedures.
SENIOR BUILDING OFFICIAL SERVICES
Consultant will provide interim certified access specialist and Senior Building Official and inspector services as requested by the City. The scope of Senior Building Official services to be provided will be defined as listed below or as defined uniquely for each project or as determined by 4Leaf, Inc. and the Docusign Envelope ID: 656E3B59-004D-8C04-821F-BCD8889F637D
Services Agreement (Professional Services) Page 11 of 13 Form 2.1.2 (2024-08-29) Building Division On-Call Services
City. The Senior Building Official will report directly to the Community Development Director or other person designated by the City for all project-related work:
• Provide Interim Certified Access Specialist and Senior Building Official and Inspector Services • Manage the Building Division and Code Compliance program, including permit review, plan check, inspection, and code compliance functions.
• Assist in coordination across departments and divisions to assure timely plan review, permit issuance, inspection, and follow up to inquiries regarding permits, building codes, and related municipal ordinances.
• Plan, organize, and manage work of staff in the enforcement of codes, ordinances, and regulations related to new construction, renovations, single family and multi -family, unsafe buildings, zoning, grading, and electrical, plumbing, ventilation, heating and cooling, and cooling installations. • Meet with individuals and user groups, such as developers, architects, engineers, and contractors to provide code and ordinance interpretations, and to explore operational, code, or standards revisions. • Provide Building, Fire, and/or Civil Plan Review as-needed.
Docusign Envelope ID: 656E3B59-004D-8C04-821F-BCD8889F637D
Services Agreement (Professional Services) Page 12 of 13 Form 2.1.2 (2024-08-29) Building Division On-Call Services
EXHIBIT “B”
COMPENSATION RATES AND CHARGES
1. AUTHORIZED HOURLY RATES:
Consultant will be compensated for time reasonably necessary to provide the Services based on the following hourly rate schedule or fee, subject to the not-to-exceed limit in Section 2.1 of the Agreement:
4Leaf, Inc. offers the following fixed-fee and hourly rate schedules for services provided to the City.
FY2025-2026 Fee Schedule & Basis of Charges for the City of Napa
All Rates are Subject to Basis of Charges
PLAN REVIEW COST STRUCTURE NOTES
Plan Review Percentage: 55%
(Inclusive of all disciplines except Fire and Civil which are bulled on an hourly basis)
Fee includes:
➢ Initial review and two (2) rechecks. Hourly
charges apply after two (2) or more rechecks.
➢ Shipping, courier, and electronic service.
Building
- Principal-in-Charge - $210/hr - Project Manager - $175/hr - Interim Chief Building Official - $175/hr - Administrative Support - $73/hr - Building Inspector III - $135/hr - Permit Technician - $77/hr - Building Inspector II - $124/hr - Senior Permit Technician - $92/hr - Building Inspector I - $110/hr - Structural Plan Review Engineer - $155/hr - CASp Inspector / Plans Examiner - $175/hr - Non-Structural Plans Examiner - $135/hr - OSHPD (HCAI) Inspection / Review - $170/hr - Civil Engineer (Grading, Improvement Plans) - $168/hr - Permit / Counter Manager - $120/hr - elas Software - $50/user monthly Basis of Charges
Rates are inclusive of “tools of the trade” such as forms, telephones, and consumables. • All invoicing will be submitted monthly.
• Staff Augmentation work (except plan review) is subject to 4-hour minimum charges unless stated otherwise. Services billed in 4-hour increments.
• Most plan reviews will be done in 10 business days or less and 5 business days or less for re-checks. This is not inclusive of holidays
or the day of the pick-up of plans.
• Expedited reviews will be billed at 1.5x the plan review fee listed in the fee schedule. Return time will be within seven (7) days of receipt of the plans from the City. • Plan review of deferred submittals & revisions will be billed at the hourly rates listed. • All plan review services will be subject to a $290.00 minimum fee if percentage-based fee or 2-hour minimum charge if hourly rates apply.
• Larger complex plan reviews can be negotiated to achieve the best possible pricing. • All plan review services will be subject to 2-hour minimum fee. • All plan review services are billed on a percentage basis and include the initial review and 2 rechecks. - Plan reviews will be billed on an hourly basis only after the initial review and 2 rechecks unless otherwise agreed upon on a case-by- case basis.
- Fire and Civil Reviews are billed on an hourly basis and are not included in our plan review percentage.
• 4LEAF assumes that these rates reflect the FY2025-2026 contract period. There will be a 3% escalation Docusign Envelope ID: 656E3B59-004D-8C04-821F-BCD8889F637D
Services Agreement (Professional Services) Page 13 of 13 Form 2.1.2 (2024-08-29) Building Division On-Call Services
for each subsequent Fiscal Year. (i.e. FY2026-2027, FY2027-2028, and so forth) • Overtime and Premium time will be charged as follows:
- Regular time (work begun after 5AM or before 4PM) 1 x hourly rate - Nighttime (work begun after 4PM or before 5AM) 1.125 x hourly rate - Overtime (over 8-hour M-F or Saturdays) 1.5 x hourly rate - Overtime (over 8 hours Sat or 1st 8-hour Sun) 2 x hourly rate - Overtime (over 8 hours Sun or Holidays) 3 x hourly rate • Overtime will only be billed with prior authorization of the Director or other designated City personnel. • All work with less than 8 hours rest between shifts will be charged the appropriate overtime rate. • Mileage driven during the course of Inspections will be charged at cost plus 20%. • In accordance with California’s Meal Break and Rest Break Law requirements, Client will be billed one (1) additional hour per day at the regular rate for each missed meal or rest break due to Client -directed tasks or requirements. Client should allow 4LEAF’s non-exempt, hourly employees the opportunity to take their entitled rest and meal breaks during each work shift.
Docusign Envelope ID: 656E3B59-004D-8C04-821F-BCD8889F637D Certificate Of Completion
Envelope Id: 656E3B59-004D-8C04-821F-BCD8889F637D
Status: Completed
Subject: DocuSign eSignature City of Napa Agreement
Source Envelope:
Document Pages: 13
Signatures: 5
Envelope Originator:
Certificate Pages: 5
Initials: 0
Anthony Cook
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
955 SCHOOL STREET
NAPA, CA 94559
[email protected]
IP Address: 209.112.107.133
Record Tracking
Status: Original
5/1/2026 | 08:07 AM
Holder: Anthony Cook
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Signer Events
Signature
Timestamp
Kevin Duggan
[email protected]
President
2126 Rheem Drive, Pleasanton CA 94588
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 143.244.108.186
Sent: 5/1/2026 | 08:08 AM
Viewed: 5/1/2026 | 01:44 PM
Signed: 5/1/2026 | 01:45 PM
Electronic Record and Signature Disclosure:
Accepted: 5/1/2026 | 01:44 PM
ID: e18a1ebe-0834-4b31-a293-e7324dece87d
Company Name: City of Napa
Gene Barry
[email protected]
Vice President
4LEAF, Inc.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2600:1010:b0b8:53c3:4dd5:7dcf:c1da:9d1
Signed using mobile
Sent: 5/1/2026 | 01:45 PM
Viewed: 5/1/2026 | 04:06 PM
Signed: 5/1/2026 | 04:07 PM
Electronic Record and Signature Disclosure:
Accepted: 5/1/2026 | 04:06 PM
ID: 383f258e-0e55-488f-acbb-444c71b052f1
Company Name: City of Napa
Christopher Diaz
[email protected]
Interim City Attorney
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 136.25.154.167
Sent: 5/1/2026 | 04:07 PM
Viewed: 5/1/2026 | 04:47 PM
Signed: 5/1/2026 | 04:47 PM
Electronic Record and Signature Disclosure:
Accepted: 4/29/2026 | 10:36 AM
ID: 5b60bb95-377c-4666-8a3b-2065642e07e9
Company Name: City of Napa
Signer Events
Signature
Timestamp
Erika Leahy
[email protected]
City Auditor
City of Napa
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 216.194.106.5
Sent: 5/1/2026 | 04:47 PM
Viewed: 5/4/2026 | 09:34 AM
Signed: 5/4/2026 | 09:37 AM
Electronic Record and Signature Disclosure:
Accepted: 1/13/2026 | 09:11 AM
ID: f95ad2e6-fa6b-4028-89d9-0544e64c5dde
Company Name: City of Napa
Steve Potter
[email protected]
City Manager
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 216.194.106.5
Sent: 5/4/2026 | 09:37 AM
Viewed: 5/4/2026 | 10:01 AM
Signed: 5/4/2026 | 10:01 AM
Electronic Record and Signature Disclosure:
Accepted: 5/4/2026 | 10:02 AM
ID: 12d5f98a-e824-40b6-a65b-e60e1bfd823f
Company Name: City of Napa
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Insurance_Email
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/4/2026 | 10:01 AM
Viewed: 5/4/2026 | 11:41 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
CLM_Agreement_Email
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/4/2026 | 10:01 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
5/1/2026 | 08:08 AM
Certified Delivered
Security Checked
5/4/2026 | 10:01 AM
Signing Complete
Security Checked
5/4/2026 | 10:01 AM
Completed
Security Checked
5/4/2026 | 10:01 AM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Napa (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us.
You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact City of Napa:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: [email protected]
To advise City of Napa of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous Electronic Record and Signature Disclosure created on: 12/30/2025 | 10:01 AM Parties agreed to: Kevin Duggan, Gene Barry, Christopher Diaz, Erika Leahy, Steve Potter email address, your new email address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
To request paper copies from City of Napa
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number.
To withdraw your consent with City of Napa
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check- box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of Napa as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Napa during the course of your relationship with City of Napa.