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Agreement No. ____ (CCS)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and Engineering Solutions Services, Inc. (“ESS”), is made with reference to the following:
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. ESS is qualified to do business, and is doing business, in the State of California. ESS represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.
C. The City and ESS now desire to enter into an agreement for ESS to provide professional services to the City.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2024, unless sooner terminated in accordance with Section 15.
1.1 Option to Extend. The City, in its sole and complete discretion, shall have the option to renew this agreement for up to one additional one year period (“extension term”). The City may exercise its option by letter to ESS from its City Manager, and the exercise of the option shall automatically extend the term of this Agreement up through the Extension Term.
2. ESS Services. ESS will perform all of the services (“Services”) described in Exhibit A, Scope of Services. ESS will complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to ESS any currently existing documents, data or information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly examine and render findings on all documents submitted for staff review by ESS.
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4. Compensation. The City will compensate ESS for the Services performed in an amount not to exceed $736,263 for the Services rendered during the term and, if applicable, extension term, as set forth in Exhibit B.
5. Invoices. ESS will invoice the City monthly for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.
6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
6.1 All notices, demands, requests or approvals to the City:
Building and Safety Division
City of Santa Monica
1685 Main St., Mail Stop 3
Santa Monica, California 90401
Attention: Kevin Purcell
Re: Agreement No. <Number>
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Agreement No. <Number>
6.2 All notices, demands, requests or approvals to ESS:
Engineering Solutions Services
23232 Peralta Dr.
Laguna Hills, CA 92653
Attention: James Klueber
Re: Agreement No. <Number>
7. Relationship Of The Parties/Independent Contractor.
7.1 ESS enters into this Agreement as, and shall continue to be, an independent contractor for purposes of federal, state, and local laws, including but not limited to, the California Labor Code, California Unemployment Insurance Code, and wage orders of the Industrial Welfare Commission. Under no circumstances shall ESS or ESS’s employees, subconsultants, agents, or representatives look to City as his/her/its employer, or as a partner, agent, or principal. ESS and ESS’s employees, subconsultants, agents, or representatives shall not be entitled to any DocuSign Envelope ID: A9CB955F-632C-4690-A911-6F410BDA5EFA - 3 -
City paid benefits accorded to City employees, including workers’ compensation, disability insurance, vacation or sick pay.
7.2 ESS shall pay, when and as due, any and all taxes incurred as a result of ESS’s compensation, including estimated taxes, and shall provide City with proof of payment on demand.
7.3 ESS agrees to indemnify, defend, and hold harmless City for any claims, losses, costs, fees, liabilities, damages or injuries suffered by City arising out of ESS’s breach of this Section.
8. ESS’s Representations.
8.1 ESS represents that ESS and all of ESS’s employees, subconsultants, agents, and representatives who will provide the Services, possess the qualifications and ability to perform the Services in a professional manner, without the advice, control, direction, or supervision of City.
8.2 ESS represents that it has all the training and special skills necessary to provide the Services. ESS understands that it shall be solely responsible for the professional performance of the Services, and shall receive no assistance, direction, or control from City. ESS shall have sole discretion and control of ESS’s Services and the manner in which they are performed.
8.3 ESS represents that it maintains a business location that is separate from the location(s) where ESS will provide Services.
8.4 ESS represents that ESS is engaged in an independently established business of the same nature as that involved in the Services that ESS will perform under this Agreement.
8.5 ESS represents that ESS advertises and holds itself out to the public as available to perform, does perform for others, and maintains its own clientele for the same or similar services as the Services that ESS will perform under this Agreement.
9. Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and ESS, and approved as to form by the City Attorney.
10. Insurance. Prior to commencing work, ESS must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by ESS or ESS’s agents, representatives, employees or subconsultants for the duration of this Agreement. ESS must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
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11. Defense and Indemnification.
11.1 Indemnification. As to ESS’s Services produced under this Agreement, ESS agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the acts, errors and/or omissions of ESS, or ESS’s employees, agents, officers, and subconsultants.
ESS’s responsibilities under this Section 11.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of ESS, its employees, agents or officers, or subconsultants; provided, however, that ESS’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding ESS’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from ESS, if City chooses to do so.
11.2 Enforcement Costs. ESS agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 11.1.
12. Prohibition Against Transfers.
12.1 ESS may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.
12.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of ESS or of any general partner or joint venturer or syndicate member of ESS, if a partnership or joint venture or syndicate exists, which results in changing the control of ESS, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
13. Permits and Licenses. ESS, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
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14. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
15. Default and Termination.
15.1 If ESS fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to ESS.
15.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to ESS. Upon termination of this Agreement, City will pay ESS any compensation earned and unpaid up to the effective date of termination.
16. Compliance with Law. ESS must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City.
17. Discrimination. ESS may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
18. Nuisance. ESS may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.
19. Records.
19.1 ESS must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. ESS must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.
19.2 ESS must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. ESS must clearly identify all records and make them readily accessible to the City.
At the City’s request, ESS must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
19.3 ESS must allow the City to have free access to ESS’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit ESS’s records, and ESS agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by ESS, ESS agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.
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20. Work Product; Reports.
20.1 Any work product prepared or caused to be prepared by ESS or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by ESS or any subconsultant pursuant to this Agreement may be made available to any individual or organization by ESS without prior written approval by City.
20.2 At the City’s request, ESS must furnish reports concerning the status of the Services on a quarterly basis as further described in Exhibit B.
21. Standard of Care. ESS agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of ESS’s profession currently practicing in the same locality under similar conditions.
22. Subconsultants.
22.1 If ESS proposes to have any subconsultant perform any part of the Services, ESS must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.
22.2 ESS will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between ESS and any subconsultant (or between any subconsultant and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. ______ (CCS) entered into between the City of Santa Monica and ESS on^^____________________.
23. COVID-19 Vaccinations. ESS agrees that all personnel assigned to perform the Services who will either visit or work in City facilities or interact with either City employees or City residents in the course of performing said Services shall be fully vaccinated, as defined in the City’s COVID-19 Vaccination Policy, a copy of which is attached as Exhibit D and incorporated herein by reference. ESS shall provide the City with an attestation that ESS has confirmed the personnel assigned to perform the Services are fully vaccinated and that such personnel have produced to ESS one of the forms of documentation set forth in the City’s COVID-19 Vaccination Policy. ESS shall maintain the underlying documentation establishing that the personnel are fully vaccinated and supporting the attestation for the term of this Agreement. ESS shall make such documentation available to the City for inspection on demand. ESS’s failure to comply with the City’s COVID-19 Vaccination Policy or to permit the City to inspect the documentation to verify compliance with the City’s COVID-19 DocuSign Envelope ID: A9CB955F-632C-4690-A911-6F410BDA5EFA 4/26/2022
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Vaccination Policy within 10 days after the City’s written request for such documentation shall constitute a breach of this Agreement.
24. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
25. Venue and Jurisdiction. The City and ESS agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate.
The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
26. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
27. Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification.
Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).
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28. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.
Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
Exhibit D COVID Vaccination Policy
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
ESS Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: A9CB955F-632C-4690-A911-6F410BDA5EFA Interim City Attorney
Susan Cola
4/20/2022
4/21/2022
Engineering Solutions Services/Grant Writing
Sudi Shoja
Principal
4/26/2022
City Manager
David White
5/2/2022
Denise Anderson-Warren
City Clerk
Exhibit A
Scope of Services
The City’s Building and Safety Division has received grant funding from FEMA to help owners of seismically hazardous multifamily properties within the City of Santa Monica fund seismic retrofits of these properties. Buildings that are eligible for grant funding have been identified by the City and roughly 200 of these buildings are expected to be able to participate in the program once implemented. Grant funding expires on June 30, 2024.
ESS will provide quarterly reports to the City of the current status of each property participating in the program, provided that ESS receives access to City records necessary to generate such reports. ESS will also track appropriate metrics to ensure that the local match grant requirements are met for the grant program. ESS will ensure that it completes each of the following phases and requirements described therein on time and during the Agreement’s term or, if the option is exercised by the City, the extension term:
Phase 1: Program Development
ESS will develop a program for managing the entire lifecycle of the grant funded program.
This program will include ESS’s development of a grant application process for owners of eligible buildings, ESS reaching out to eligible building owners to inform them of and provide them access to the grant application process; ESS taking in applications for review and submittal to FEMA for grant funding approval; and ESS’s management and tracking of all applications through completion to ensure the appropriate disbursement of funds.
ESS will endeavor to provide the City with a complete program proposal within two weeks after receiving all the required information for the City’s review and comments. ESS will provide responses to the City’s comments within 5-10 business days until the program development is finalized.
Phase 2: Outreach
ESS will develop an outreach program to contact as many eligible property owners as possible to ensure that they are informed of the program and understand what first steps need to be taken in order to apply for funding. ESS will then implement this outreach program to notify owners of their eligibility for grant funding. ESS will endeavor to complete the outreach within three months of Phase 1 completion.
Phase 3: Design and Intake
All owners eligible for grant funding must first provide verification to the City that their buildings are in need of seismic retrofit. An owner will complete this task by hiring a private engineer to evaluate the structure. If the structure is a Soft Story, the owner will then be responsible for having seismic retrofit plans produced for the building. ESS will take in grant funding applications, including seismic retrofit plans, ensure that they are appropriate and accurate, and prepare them for submission to FEMA for review pursuant to the process developed in Phase 1 of this Scope of Work. As part of this process, ESS or an ESS subconsultant, will review submitted seismic retrofit plans to ensure they meet all FEMA requirements, including environmental and historic preservation standards. City DocuSign Envelope ID: A9CB955F-632C-4690-A911-6F410BDA5EFA staff will perform the architectural and structural review of the plans and provide appropriate approvals. ESS will be responsible for obtaining FEMA approval of seismic retrofit plans submitted as part of this grant program. ESS will ensure that all eligible retrofit plans received by the City are submitted to FEMA for approval within one month of completing the City’s plan review process.
Phase 4: Design Grant Funding
If an application receives approval from FEMA, the building owner will be eligible for a partial refund of the design fees through FEMA grant funding. ESS will guide the owner through the reimbursement process and ensure that funding is both appropriately disbursed and documented pursuant to FEMA requirements.
ESS will ensure that all eligible owner information and the status of applications (to the extent applications have not been completed) have been submitted to the Building and Safety Division for, as applicable, review, permit issuance, and/or disbursement (subject to FEMA’s direction) within one month of retrofit plans receiving FEMA approval.
Phase 5: Construction
Once approved by FEMA, owners will be able to move forward with construction of their seismic retrofit projects. This will require application for a construction permit from the City, followed by the actual construction of the retrofit once a permit has been issued.
ESS will track projects through the construction process via the City’s permitting database:
Accela Automation, and provide quarterly updates of their progress to the City to help ensure that the projects continue to move forward and work toward completion.
Phase 6: Construction Completion and Final Grant Application Once an eligible seismic retrofit project has been completed and the permit has received final approval from a City Inspector, ESS will assist owners with submitting an application for a partial reimbursement of their construction costs through FEMA. All such applications should be submitted to FEMA no later than April 30, 2024, unless the City, at its option and in its sole discretion, approves a later date in writing. ESS will ensure that grant funding is received by owners that have timely submitted such applications and that all funding transactions are appropriately tracked, documented, and reported to FEMA. ESS will also ensure that the program is successfully closed with FEMA and CalOES, providing all necessary documentation by the end the Agreement’s term or, if the option is exercised by the City, the extension term.
DocuSign Envelope ID: A9CB955F-632C-4690-A911-6F410BDA5EFA Exhibit B
Budget
The following list includes the hourly rate for every position that will be working on the Services, along with the expected percentage of the total project time that position will spend working on the Services during the Agreement’s term or, if the option is exercised by the City, the extension term:
Positions and hourly rates:
Program Manager/Senior Emergency Manager $160/hour (13.4%) Compliance Expert/ Senior Project Engineer $150/hour (45.7%) FEMA Grant Expert/Project Engineer/Environmental Specialist $135/hour (3.8%)
Grant Support $115/hour (18.1%)
Clerical $65/hour (TBD)
Structural Engineer $175/hour (5.3%)
Community Outreach Lead $130/hour (2.0%)
Graphic Designer $120/hour (0.2%)
Online Portal Development Lead/CEO $95/hour (0.9%)
Senior UX Designer $65/hour (2.3%)
Web Designer $45/hour (0.8%)
EHP Review Lead $190/hour (1.2%)
Archaeologist $130/hour (0.2%)
Architectural Historian / GIS Analyst $110/hour (2.0%)
Research Analyst $75/hour (4.1%)
Miscellaneous Fees and Expenses:
Subconsultant Fee (no more than 15% fee per hour on top of the hourly rates identified above)
Transportation: $0.57 per mile
Travel: Actual Cost
The total not to exceed amount for completing the Services is $736,263.
DocuSign Envelope ID: A9CB955F-632C-4690-A911-6F410BDA5EFA Exhibit C
Insurance Requirements and Verifications
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subconsultants.
Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).
4. Professional Liability: Insurance appropriate to the Consultant’s profession with limits of no less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate.
If the Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.
Other Insurance Provisions
1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
DocuSign Envelope ID: A9CB955F-632C-4690-A911-6F410BDA5EFA a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, the Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.
Claims Made Policies
1. If the Professional Liability policy provides “claims made” coverage:
DocuSign Envelope ID: A9CB955F-632C-4690-A911-6F410BDA5EFA a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.
Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them.
The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.
Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach.
Subcontractors
Consultant shall require and verify that all subconsultants maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
Footnotes
# 1: Workers’ Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.
DocuSign Envelope ID: A9CB955F-632C-4690-A911-6F410BDA5EFA Exhibit D
COVID Vaccination Policy
DocuSign Envelope ID: A9CB955F-632C-4690-A911-6F410BDA5EFA