Agenda packet — Suisun City City Council, August 20, 2024 (part 2 of 2)

SECURITY DESCRIPTION CUSIP IDSETTLEMENT DATEMATURITY DATEPAR VALUE MARKET VALUE BOOK VALUE YTMMOODY RATINGS&P RATINGBANK OF MONTREAL CHICAGO 06367DC60 08/17/23 08/16/24 $ 330,000 $ 330,145.20 $ 330,000.00 5.970% N/A N/ACOOPERATIEVE CENTRALE RAIFFEISEN 21684LGS5 07/20/23 07/17/26 $ 250,000 $ 252,472.50 $ 250,000.00 5.080% N/A N/ANATIXIS NY 63873QP65 09/20/23 09/18/26 $ 160,000 $ 162,384.00 $ 160,000.00 5.610% N/A N/ATORONTO DOMINION 89115B6K1 10/31/22 10/27/25 $ 250,000 $ 251,472.50 $ 250,000.00 5.580% N/A N/ATORONTO DOMINION BANK NY 89115BRL6 07/10/23 07/05/24 $ 325,000 $ 325,026.00 $ 325,000.00 6.030% N/A N/AWESTPAC BKG CORP N Y BRH INSTL 96130AUL0 08/07/23 08/02/24 $ 450,000 $ 450,117.00 $ 449,979.74 5.850% N/A N/ACERTIFICATE OF DEPOSIT $ 1,765,000 $ 1,771,617.20 $ 1,764,979.74 FEDERAL HOME LOAN BKS 3130AMVV1 03/31/23 09/23/24 $ 250,000 $ 247,097.50 $ 235,380.00 4.560% AAA AA+FEDERAL HOME LOAN BKS 3130AJHU6 04/16/20 04/14/25 $ 120,000 $ 115,675.20 $ 119,404.80 0.600% AAA AA+F H L M C M T N 3134GWZV1 12/07/21 10/22/25 $ 225,000 $ 212,652.00 $ 219,937.50 1.250% AAA N/AFEDERAL HOME LOAN BKS 3130APQ81 08/08/22 11/08/24 $ 200,000 $ 196,696.00 $ 189,644.00 3.410% AAA AA+FEDERAL HOME LOAN BKS 3130ANMH0 07/20/22 08/20/26 $ 200,000 $ 184,696.00 $ 182,338.00 3.440% AAA AA+F N M A 3135G0X24 01/10/20 01/07/25 $ 100,000 $ 98,134.00 $ 99,681.00 1.690% AAA AA+FEDERAL HOME LOAN BKS 3130ATS57 03/23/23 03/10/28 $ 200,000 $ 199,754.00 $ 204,684.49 3.980% AAA AA+F H L M C M T N 3134GYDT6 01/24/23 01/24/25 $ 200,000 $ 199,776.00 $ 200,000.00 5.150% AAA AA+F N M A 3135GAS28 04/30/24 04/23/27 $ 255,000 $ 254,857.20 $ 255,000.00 5.420% AAA AA+F H L M C M T N 3134H1FT5 10/10/23 10/10/28 $ 200,000 $ 199,940.00 $ 200,000.00 6.000% AAA AA+FEDERAL AGENCY BOND/NOTE $ 1,950,000 $ 1,909,277.90 $ 1,906,069.79 FIRST AMERICAN GOVERNMENT 31846V203N/A N/A $ 643,086 $ 643,086.48 $ 643,086.48 N/A N/A N/AINVESTMENT CASH ACCOUNT $ 643,086 $ 643,086.48 $ 643,086.48 U S TREASURY NOTE 91282CAB7 08/04/21 07/31/25 $ 200,000 $ 189,930.00 $ 197,843.75 0.520% AAA N/AU S TREASURY NOTE 91282CAM3 10/26/21 09/30/25 $ 250,000 $ 235,722.50 $ 243,046.87 0.970% AAA N/AU S TREASURY NOTE 91282CAZ4 10/26/21 11/30/25 $ 205,000 $ 192,322.80 $ 199,642.78 1.030% AAA N/AU S TREASURY NOTE 91282CBC4 07/07/21 12/31/25 $ 165,000 $ 154,308.00 $ 164,645.51 0.820% AAA N/A 207

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SECURITY DESCRIPTION CUSIP IDSETTLEMENT DATEMATURITY DATEPAR VALUE MARKET VALUE BOOK VALUE YTMMOODY RATINGS&P RATINGU S TREASURY NOTE 91282CCZ2 10/26/21 09/30/26 $ 100,000 $ 92,035.00 $ 99,687.50 1.170% AAA N/AU S TREASURY NOTE 91282CCR0 12/07/23 07/31/28 $ 190,000 $ 165,961.20 $ 163,563.28 4.340% AAA N/AU S TREASURY NOTE 91282CCH2 10/31/23 06/30/28 $ 250,000 $ 221,172.50 $ 212,773.44 4.850% AAA N/AU S TREASURY NOTE 912828J27 02/02/24 02/15/25 $ 335,000 $ 328,152.60 $ 325,944.53 4.700% AAA N/AU S TREASURY NOTE 91282CGV7 04/05/24 04/15/26 $ 225,000 $ 220,974.75 $ 220,992.19 4.680% AAA N/AU S TREASURY NOTE 91282CGU9 09/14/23 03/31/25 $ 100,000 $ 99,019.00 $ 98,046.88 5.210% AAA N/AU S TREASURY NOTE 91282CGX3 12/12/23 04/30/25 $ 125,000 $ 123,655.00 $ 123,203.13 4.960% AAA N/AU S TREASURY NOTE 91282CJT9 03/04/24 01/15/27 $ 340,000 $ 335,059.80 $ 335,736.72 4.470% AAA N/AU S TREASURY NOTE 91282CFU0 01/05/24 10/31/27 $ 520,000 $ 514,170.80 $ 522,234.38 4.000% AAA N/AU S TREASURY NOTE 91282CJA0 02/02/24 09/30/28 $ 310,000 $ 312,628.80 $ 319,917.58 3.870% AAA N/AU S TREASURY NOTE 91282CJF9 03/01/24 10/31/28 $ 150,000 $ 152,800.50 $ 153,240.23 4.360% AAA N/AU.S. TREASURY NOTE/BILL $ 3,465,000 $ 3,337,913.25 $ 3,380,518.77 NATIXIS NY C P 63873JMB3 03/19/24 12/11/24 $ 150,000 $ 146,311.50 $ 144,215.00 5.410% N/A N/ACOMMERCIAL PAPER $ 1,170,000.00 $ 146,311.50 $ 1,122,004.80 JPMORGAN CHASE CO 46647PCV6 02/24/22 02/24/26 $ 175,000 $ 171,517.50 $ 175,000.00 2.600% A1 A-HONEYWELL INTERNATIONAL 438516CE4 03/03/22 03/01/27 $ 125,000 $ 113,356.25 $ 119,160.00 2.090% A2 AANALOG DEVICES INC 032654AU9 11/01/23 10/01/28 $ 160,000 $ 140,945.60 $ 134,230.40 5.480% A2 A-STATE STR CORP 857477BR3 04/26/22 02/06/26 $ 160,000 $ 156,116.80 $ 152,467.20 3.080% A1 ACITIGROUP INC 17327CAN3 01/25/22 01/25/26 $ 85,000 $ 83,175.90 $ 85,000.00 2.010% A3 BBB+HOME DEPOT INC 437076BN1 08/22/23 09/15/26 $ 100,000 $ 93,964.00 $ 91,748.00 5.070% A2 AINTERNATIONAL BUSINESS MACHS 459200KM2 02/25/22 02/09/27 $ 175,000 $ 162,834.00 $ 172,840.50 2.470% A3 A-WELLS FARGO COMPANY 949746SH5 07/18/23 10/23/26 $ 175,000 $ 166,239.50 $ 163,735.25 5.170% A1 BBB+JPMORGAN CHASE CO 46625HQW3 07/21/23 04/01/26 $ 110,000 $ 106,487.70 $ 104,919.10 5.160% A1 A-AMAZON COM INC 023135CF1 04/26/22 04/13/27 $ 160,000 $ 153,430.40 $ 158,696.00 3.480% A1 AAUNITEDHEALTH GROUP INC 91324PEG3 05/20/22 05/15/27 $ 35,000 $ 33,870.20 $ 34,981.10 3.710% A2 A+INTEL CORP 458140BY5 08/12/22 08/05/27 $ 170,000 $ 163,931.00 $ 170,205.70 3.720% A3 A-ABBOTT LABORATORIES 002824BF6 08/24/23 11/30/26 $ 110,000 $ 107,289.60 $ 105,691.30 5.060% AA3 AA- 208

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SECURITY DESCRIPTION CUSIP IDSETTLEMENT DATEMATURITY DATEPAR VALUE MARKET VALUE BOOK VALUE YTMMOODY RATINGS&P RATINGBRISTOL MYERS SQUIBB CO 110122DE5 03/15/23 02/20/28 $ 175,000 $ 168,988.75 $ 170,044.00 4.550% A2 AWALMART INC 931142FB4 04/18/23 04/15/28 $ 75,000 $ 73,073.25 $ 74,862.00 3.940% AA2 AAWALMART INC 931142EX7 09/14/22 09/09/27 $ 165,000 $ 161,211.60 $ 165,267.30 3.910% AA2 AANORTHERN TR CORP SR NT 665859AW4 05/12/22 05/10/27 $ 110,000 $ 107,375.40 $ 111,062.60 3.790% A2 A+MERCK CO INC 58933YBH7 05/17/23 05/17/28 $ 65,000 $ 63,633.05 $ 64,947.35 4.070% A1 A+LOCKHEED MARTIN CORP 539830BZ1 05/25/23 05/15/28 $ 15,000 $ 64,015.25 $ 14,973.00 4.490% A2 A-LOCKHEED MARTIN CORP 539830BZ1 06/06/23 05/15/28 $ 50,000 N/A $ 49,820.00 4.530% A2 A-AIR PRODUCTS AND CHEMICALS INC 009158BH8 02/08/24 02/08/29 $ 145,000 $ 143,521.00 $ 144,807.15 4.630% A2 ATEXAS INSTRS INC 882508CG7 02/08/24 02/08/29 $ 130,000 $ 129,262.90 $ 129,862.20 4.620% AA3 A+META PLATFORMS INC 30303M8L9 06/05/23 05/15/28 $ 105,000 $ 104,561.10 $ 105,157.50 4.560% AA3 AA-BLACKROCK FUNDING 09290DAA9 03/14/24 03/14/29 $ 15,000 $ 214,069.05 $ 14,972.85 4.740% AA3 AA-BLACKROCK FUNDING 09290DAA9 03/14/24 03/14/29 $ 200,000 N/A $ 200,494.00 4.640% AA3 AA-ADOBE INC SR GLBL 00724PAF6 04/04/24 04/04/29 $ 80,000 $ 80,085.60 $ 79,880.80 4.830% A1 A+CISCO SYS INC 17275RBR2 02/26/24 02/26/29 $ 115,000 $ 114,979.30 $ 114,959.75 4.860% A1 AA-BP CAP MKTS AMER INC 10373QBY5 05/17/24 11/17/27 $ 110,000 $ 109,877.90 $ 110,000.00 5.020% A1 A-STATE STR CORP 857477CD3 08/03/23 08/03/26 $ 70,000 $ 160,305.60 $ 70,025.20 5.260% A1 ASTATE STR CORP 857477CD3 08/03/23 08/03/26 $ 90,000 N/A $ 90,000.00 5.270% A1 AGOLDMAN SACHS BK USA 38151LAG5 05/21/24 05/21/27 $ 120,000 $ 119,802.00 $ 120,000.00 5.410% A1 A+BANK OF AMERICA NA 06428CAA2 08/18/23 08/18/26 $ 325,000 $ 327,307.50 $ 325,000.00 5.530% AA1 A+AMERICAN HONDA FIN CORP 02665WEK3 07/18/23 07/07/26 $ 75,000 $ 75,135.00 $ 75,829.50 4.850% A3 A-AMERICAN HONDA FIN CORP 02665WEM9 07/07/23 07/07/28 $ 85,000 $ 85,387.60 $ 84,962.60 5.140% A3 A-BANK OF NY MELLON CORP 06406RBA4 01/28/22 01/26/27 $ 165,000 $ 153,550.65 $ 165,199.65 2.020% A1 ACATERPILLAR FINL SVCS MTNS BE FR 14913R2U0 01/12/22 01/08/27 $ 150,000 $ 138,499.50 $ 148,989.00 1.840% A2 ADEERE JOHN CAPITAL CORP 24422EWA3 01/13/22 01/11/27 $ 125,000 $ 115,270.00 $ 124,295.00 1.820% A1 AJOHN DEERE CAPITAL CORPORATION 24422EXB0 07/14/23 07/14/28 $ 25,000 $ 25,026.25 $ 24,962.75 4.980% A1 AMORGAN STANLEY FR 61747YEM3 02/18/22 02/18/26 $ 135,000 $ 132,340.50 $ 135,000.00 2.630% A1 A-NATIONAL RURAL UTIL COOP FIN 63743HFC1 04/26/22 02/07/25 $ 160,000 $ 156,475.20 $ 153,728.00 3.360% A2 A-PACCAR FINANCIAL CORP 69371RS64 08/10/23 08/10/28 $ 105,000 $ 105,193.20 $ 104,834.10 4.990% A1 A+TOYOTA MTR CR CORP 89236TLB9 09/11/23 09/11/28 $ 75,000 $ 75,858.00 $ 74,869.50 5.290% A1 A+TOYOTA MTR CR CORP FR 89236TKX2 08/14/23 08/14/26 $ 90,000 $ 89,794.80 $ 89,891.10 5.040% A1 A+TRUIST FINANCIAL CORP 89788MAD4 03/14/22 03/02/27 $ 165,000 $ 153,440.10 $ 155,034.00 2.570% BAA1 A- 209

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SECURITY DESCRIPTION CUSIP IDSETTLEMENT DATEMATURITY DATEPAR VALUE MARKET VALUE BOOK VALUE YTMMOODY RATINGS&P RATINGCORPORATE BOND/NOTE $ 5,255,000 $ 5,101,199 $ 5,162,405 DISCOVER CARD EXE 254683CS2 05/26/22 05/17/27 $ 170,000 $ 166,856.70 $ 169,986.18 3.320% AAA N/AGM FIN CONS AUTO REC 380146AC4 01/19/22 11/16/26 $ 26,791 $ 26,197.34 $ 26,788.43 1.260% N/A AAAMERCEDES BENZ AUTO 58768PAC8 11/22/22 08/16/27 $ 185,000 $ 184,644.80 $ 184,963.41 5.210% AAA AAADISCOVER CARD EXE 254683CW3 08/09/22 07/15/27 $ 125,000 $ 122,663.75 $ 124,984.49 3.560% AAA AAACARMAX AUTO OWNER TRUST 14318MAD1 07/20/22 04/15/27 $ 142,219 $ 140,470.88 $ 142,215.39 3.970% N/A AAABMW VEH OWNER TR 05602RAD3 05/18/22 08/25/26 $ 37,333 $ 36,833.90 $ 37,331.10 3.210% AAA AAAHYUNDAI AUTO REC TR 448977AD0 03/16/22 10/15/26 $ 69,140 $ 67,886.23 $ 69,137.07 2.220% N/A AAAALLY AUTO RECV TR 02007WAC2 07/19/23 05/15/28 $ 120,000 $ 120,320.40 $ 119,979.54 5.460% AAA N/ADAIMLER TRUCKS RETAIL 233868AC2 09/27/23 03/15/27 $ 130,000 $ 130,673.40 $ 129,998.01 5.900% AAA N/AFIFTH THIRD AUTO 31680EAD3 08/23/23 08/15/28 $ 155,000 $ 155,392.15 $ 154,990.39 5.530% AAA AAADISCOVER CARD EXE 254683CZ6 06/28/23 06/15/28 $ 105,000 $ 104,564.25 $ 104,985.82 4.930% AAA AAAGM FINL CON AUT RECV TR 36267KAD9 07/19/23 06/16/28 $ 70,000 $ 70,221.90 $ 69,997.30 5.450% AAA AAAHONDA AUTO RECEIVABLES OWNER 43815QAC1 08/22/23 02/18/28 $ 140,000 $ 140,357.00 $ 139,971.13 5.420% N/A AAAFORD CR AUTO OWNER TR 344928AD8 03/31/23 02/15/28 $ 80,000 $ 79,253.60 $ 79,991.66 4.650% N/A AAAFORD CR AUTO OWNER TR 344930AD4 06/26/23 05/15/28 $ 65,000 $ 64,946.70 $ 64,999.12 5.230% N/A AAAHYUNDAI AUTO RECEIVABLES TR 44933XAD9 07/19/23 04/17/28 $ 70,000 $ 70,200.20 $ 69,996.96 5.480% N/A AAANISSAN AUTO LEASE TRUST 65480MAD5 10/25/23 03/15/28 $ 45,000 $ 45,413.10 $ 44,990.87 5.940% AAA N/AAMERICAN EXP CR 02582JKH2 04/23/24 04/16/29 $ 135,000 $ 136,263.60 $ 134,972.33 5.230% N/A AAACHASE ISSUE TR 161571HV9 01/31/24 01/16/29 $ 185,000 $ 183,298.00 $ 184,971.82 4.610% N/R AAAWELLS FARGO CARD ISSUANCE TRUST 92970QAA3 03/01/24 02/15/29 $ 200,000 $ 199,682.00 $ 199,945.72 4.950% AAA AAAAMERICAN EXPRESS CREDIT 02582JJT8 05/24/22 05/17/27 $ 195,000 $ 191,509.50 $ 194,956.87 3.390% N/A AAABANK OF AMERICA CREDIT CARD TR 05522RDF2 06/02/23 04/17/28 $ 215,000 $ 214,191.60 $ 216,016.21 4.890% AAA AAAHARLEY DAVIDSON MOTORCYCLE 41285JAD0 02/23/23 12/15/27 $ 70,000 $ 69,682.20 $ 69,992.95 5.050% AAA N/ABMW VEH OWNER TR 2023 A 05592XAD2 07/18/23 02/25/28 $ 60,000 $ 60,187.80 $ 59,989.37 5.470% N/A AAACAPITAL ONE MULTI ASSET 14041NGD7 05/24/23 05/15/28 $ 210,000 $ 207,169.20 $ 209,951.85 4.430% N/A AAACHASE ISSUANCE TRUST 161571HT4 09/15/23 09/15/28 $ 175,000 $ 175,446.25 $ 174,951.49 5.170% N/R AAABANK OF AMERICA CREDIT CARD 05522RDG0 06/16/23 05/15/28 $ 75,000 $ 74,499.00 $ 74,983.02 4.790% N/A AAAF N M A GTD R E M I C PASS THRU 3136BQDE6 07/31/23 07/25/28 $ 225,000 $ 219,132.00 $ 221,185.55 4.580% N/A N/A 210

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SECURITY DESCRIPTION CUSIP IDSETTLEMENT DATEMATURITY DATEPAR VALUE MARKET VALUE BOOK VALUE YTMMOODY RATINGS&P RATINGF H L M C MULTICLASS MTG PARTN 3137BJP64 08/08/22 03/25/25 $ 218,883 $ 215,268.91 $ 217,249.59 3.510% N/A N/AF H L M C MULTICLASS MTG PARTN 3137HAMH6 09/14/23 08/25/28 $ 225,000 $ 222,909.75 $ 221,671.58 4.990% N/A N/AF H L M C MULTICLASS MTG PARTN 3137HAQ74 10/19/23 08/25/28 $ 215,000 $ 213,641.20 $ 210,283.76 5.260% N/A N/AF H L M C MULTICLASS MTG PARTN 3137HAST4 10/31/23 09/25/28 $ 160,000 $ 159,619.20 $ 154,898.72 5.600% N/A N/AF H L M C MULTICLASS MTG PARTN 3137HB3D4 11/21/23 10/25/28 $ 80,000 $ 80,504.80 $ 79,768.72 5.140% N/A N/AF H L M C MULTICLASS MTG PARTN 3137H14B9 08/15/23 05/25/28 $ 245,000 $ 218,601.25 $ 214,432.42 4.730% N/A N/AF H L M C MULTICLASS MTG PARTN 3137HAD45 07/27/23 06/25/28 $ 178,892 $ 177,211.82 $ 178,887.11 4.780% N/A N/AF H L M C MULTICLASS MTG PARTN 3137BGK24 03/25/20 12/25/24 $ 380,436 $ 375,687.71 $ 399,279.01 1.950% N/A N/AF H L M C MULTICLASS MTG PARTN 3137BNGT5 04/14/23 01/25/26 $ 200,000 $ 192,918.00 $ 191,718.75 4.370% N/A N/AF H L M C MULTICLASS MTG PARTN 3137BSP72 04/17/23 08/25/26 $ 200,000 $ 190,488.00 $ 190,898.44 4.140% N/A N/AF H L M C MULTICLASS MTG PARTN 3137BTUM1 05/24/23 11/25/26 $ 148,025 $ 142,303.62 $ 143,468.40 4.310% N/A N/AF H L M C MULTICLASS MTG PARTN 3137BVZ82 05/24/23 01/25/27 $ 215,000 $ 207,169.70 $ 208,491.21 4.340% N/A N/AF H L M C MULTICLASS MTG PARTN 3137BXQY1 08/18/23 03/25/27 $ 235,000 $ 224,963.15 $ 221,671.09 4.980% N/A AAAF H L M C MULTICLASS MTG PARTN 3137F1G44 06/13/23 04/25/27 $ 225,000 $ 215,086.50 $ 215,604.49 4.440% N/A N/AF H L M C MULTICLASS MTG PARTN 3137HACX2 07/20/23 06/25/28 $ 220,000 $ 219,643.60 $ 222,197.36 4.590% N/A N/AF H L M C MULTICLASS MTG PARTN 3137FJXQ7 08/15/23 08/25/25 $ 214,159 $ 210,229.07 $ 208,224.54 5.240% N/A N/AF H L M C MULTICLASS MTG PARTN 3137FLN34 08/16/23 02/25/26 $ 220,000 $ 213,743.20 $ 210,478.13 5.080% N/A AAAF H L M C MULTICLASS MTG PARTN 3137FMU67 08/16/23 05/25/26 $ 296,451 $ 284,987.53 $ 280,146.50 5.040% N/A N/AF H L M C MULTICLASS MTG PARTN 3137HAMN3 09/28/23 08/25/28 $ 113,664 $ 114,316.64 $ 113,663.64 5.270% N/A N/AF H L M C MULTICLASS MTG PARTN 3137HAMS2 09/28/23 09/25/28 $ 200,000 $ 199,194.00 $ 197,609.40 5.070% N/A N/AASSET BACKED/MORTGAGE BACKED SECURITIES $ 7,670,991 $ 7,536,445 $ 7,557,867 INTERNATIONAL FINANCE CORP 45950KDF4 12/06/23 01/15/27 $ 100,000 $ 99,288.00 $ 99,674.00 4.490% AAA AAANATIONAL AUSTRALIA BK 63253QAE4 06/13/23 06/13/28 $ 250,000 $ 249,482.50 $ 249,572.50 4.940% AA2 AA-SENIOR UNSECURED UNSUBORDINATE OBLIGATIONS (SUPRANATIONALS) $ 350,000 $ 348,771 $ 349,247 CONNECTICUT ST TAXABLE GO BDS 2023 A 20772KTK5 06/22/23 05/15/28 $ 50,000 $ 49,596.00 $ 50,000.00 4.510% AA3 AA- 211

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SECURITY DESCRIPTION CUSIP IDSETTLEMENT DATEMATURITY DATEPAR VALUE MARKET VALUE BOOK VALUE YTMMOODY RATINGS&P RATINGCALIFORNIA ST UNIV REV TAXABLE 13077DTD4 08/09/23 11/01/27 $ 95,000 $ 94,344.50 $ 95,000.00 4.590% AA2 AA-MUNICIPAL BOND/NOTE $ 145,000 $ 143,941 $ 145,000 CUSTODIAL ACCOUNT SUBTOTALS $ 22,414,077.76 $ 20,938,560.93 $ 22,031,178.44 212

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15 ECONOMIC SUMMARY
In the second quarter of 2024, the U.S. economy showed moderate improvement compared to the first quarter. GDP growth increased from 2.2% to 2.5%, indicating a slight acceleration in economic activity. Despite this positive trend, the unemployment rate ticked up marginally from 3.6% to 3.7%, reflecting a modest rise in joblessness. Inflation continued to edge higher, with the Consumer Price Index rising from 2.8% to 3.0% year-over-year, signaling persistent price pressures.

Treasury yields rose across the board, with the 10-year yield increasing to 4.20% and the 2-year yield at 4.71%, which suggests a response to inflationary pressures and expectations of future rate changes. The Federal Open Market Committee maintained the federal funds rate at 5.25%, showing stability in monetary policy despite economic fluctuations. Consumer confidence declined slightly, falling from 107.0 to 105.2, reflecting growing caution among consumers. In the housing market, home prices continued to rise, albeit at a slightly faster pace, with the S&P/Case-Shiller Index showing a 1.8% increase quarter-over-quarter. The Federal Reserve's balance sheet grew by $100 billion to $8.5 trillion, indicating continued monetary support. Overall, the economy demonstrated resilience with growth and stability in key areas, although inflation and bond yields increased, highlighting ongoing economic challenges.

ECONOMIC MARKET UPDATE: Q2 2024 VS. Q1 2024
UNEMPLOYMENT: The unemployment rate increased slightly by 0.1 percentage points from Q1 to Q2 2024. (Bureau of Labor Statistics)
 Q2 2024: 3.7%
 Q1 2024: 3.6%
GROSS DOMESTIC PRODUCT (GDP): GDP growth improved by 0.3 percentage points in Q2 2024 compared to Q1 2024. (U.S. Bureau of Economic Analysis)
 Q2 2024: 2.5% annualized growth
 Q1 2024: 2.2% annualized growth
FEDERAL OPEN MARKET COMMITTEE (FOMC): No change in the federal funds rate between Q1 and Q2 2024. (Federal Reserve)
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16  Q2 2024: Federal funds rate held steady at 5.25%
 Q1 2024: Federal funds rate also 5.25%
TREASURY YIELDS: Treasury yields increased, with the 10-year yield up by 0.20 percentage points and the 2- year yield up by 0.10 percentage points. (U.S. Department of the Treasury)  Q2 2024: 10-year Treasury yield at 4.20%, 2-year Treasury yield at 4.71%  Q1 2024: 10-year Treasury yield at 4.00%, 2-year Treasury yield at 4.65% INFLATION: Inflation rose by 0.2 percentage points from Q1 to Q2 2024. (Bureau of Labor Statistics)  Q2 2024: CPI increased by 3.0% year-over-year
 Q1 2024: CPI increased by 2.8% year-over-year
CONSUMER CONFIDENCE: Consumer confidence decreased by 1.8 points. (Conference Board)  Q2 2024: Conference Board’s Consumer Confidence Index at 105.2  Q1 2024: Index at 107.0
HOME PRICES: Home price growth accelerated slightly by 0.3 percentage points. (S&P Dow Jones Indices)  Q2 2024: S&P/Case-Shiller U.S. National Home Price Index increased by 1.8% quarter-over-quarter  Q1 2024: Increased by 1.5% quarter-over-quarter

FEDERAL RESERVE BALANCE SHEETS: The Federal Reserve's balance sheet increased by $100 billion. (Federal Reserve)
 Q2 2024: $8.5 trillion
 Q1 2024: $8.4 trillion
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17 BOND YIELDS: Bond yields increased by 0.2 percentage points. (Bloomberg)  Q2 2024: Bloomberg Barclays U.S. Aggregate Bond Index yield at 4.1%  Q1 2024: 3.9%
MOST RECENT FEDERAL OPEN MARKET COMMITTEE (FOMC) MEETING SUMMARY: (Federal Reserve) At the June 12th meeting, the FOMC voted to maintain the Federal Funds Rate target range at its current level of

5.25-5.50%.

“Recent indicators suggest that economic activity has continued to expand at a solid pace. Job gains have remained strong, and the unemployment rate has remained low. Inflation has eased over the past year but remains elevated. In recent months, there has been modest further progress toward the Committee's 2 percent inflation objective.

The Committee seeks to achieve maximum employment and inflation at the rate of 2 percent over the longer run.

The Committee judges that the risks to achieving its employment and inflation goals have moved toward better balance over the past year. The economic outlook is uncertain, and the Committee remains highly attentive to inflation risks.

In support of its goals, the Committee decided to maintain the target range for the federal funds rate at 5-1/4 to 5- 1/2 percent. In considering any adjustments to the target range for the federal funds rate, the Committee will carefully assess incoming data, the evolving outlook, and the balance of risks. The Committee does not expect it will be appropriate to reduce the target range until it has gained greater confidence that inflation is moving sustainably toward 2 percent. In addition, the Committee will continue reducing its holdings of Treasury securities and agency debt and agency mortgage‑backed securities. The Committee is strongly committed to returning inflation to its 2 percent objective.

In assessing the appropriate stance of monetary policy, the Committee will continue to monitor the implications of incoming information for the economic outlook. The Committee would be prepared to adjust the stance of monetary policy as appropriate if risks emerge that could impede the attainment of the Committee's goals. The Committee's assessments will consider a wide range of information, including readings on labor market conditions, inflation pressures and inflation expectations, and financial and international developments.” 215

Suisun City: Investment Report for The Quarter Ended June 30, 2024

18 COMPLIANCE
This statement serves to confirm that during the reporting period for the quarter ended June 30, 2024, the investment account(s) managed by Optimized Investment Partners, LLC for Suisun City, as outlined in the City’s Investment Policy, are in full compliance with the relevant state laws, regulations, and standards governing public investments.

In adherence to the City’s Investment Policy, we have undertaken the following measures to ensure compliance:

1. Investment Eligibility: All investments made are in accordance with the eligible securities as specified in the Investment Policy, including but not limited to U.S. Government securities, local agency bonds, and high-quality commercial paper.

2. Credit Risk and Diversification: Investments are diversified to minimize credit risk, with an emphasis on maintaining high credit quality and adhering to the credit ratings and issuer limits outlined in the policy.

3. Liquidity and Maturity: We have maintained appropriate levels of liquidity to meet the City’s short-term financial needs while adhering to the maturity limits set forth in the policy.

4. Internal Controls: Robust internal controls are in place to safeguard public funds, ensure accurate reporting, and prevent any potential misuse or fraud.

5. Performance Reporting: Regular performance reports are provided to the City Council and relevant stakeholders to ensure transparency and accountability in the management of the City’s investment portfolio.

6. Ethics and Conflict of Interest: All investment activities are conducted in compliance with ethical standards and conflict of interest regulations to maintain integrity and public trust.

This statement confirms our commitment to adhering to the principles and guidelines established in the City’s Investment Policy and reflects our ongoing efforts to manage the City’s investments prudently and effectively. 216

Suisun City: Investment Report for The Quarter Ended June 30, 2024

19 DISCLOSURES
Optimized Investment Partners, LLC (OIP) is an investment advisor registered with the U.S. Securities and Exchange Commission. The information provided herein is based on sources believed to be reliable, but OIP cannot guarantee its accuracy, completeness, or suitability. The views expressed are those of OIP at the time of distribution and are subject to change. This material does not constitute an offer to buy or sell any securities.

Investment Risk Disclosures: Investments managed by OIP are not FDIC insured, (except for certificates of deposit) and there is no bank guarantee. Investments may lose value. Past performance is not indicative of future results. Economic factors, market conditions, and changes in investment strategies can materially alter performance outcomes. Fixed income investments are subject to interest, credit, and market risks. Interest rate risk, credit risk, and market risk may affect investment values, particularly in periods of rising interest rates.

Performance and Reporting: Performance results are presented gross of advisory fees and include the reinvestment of dividends. The deduction of advisory fees will lower performance results. Historical performance of investment indices, including those referenced in this report, does not reflect transaction and custodial charges or investment management fees.

Valuation and Pricing: Prices are provided by US Bank, an independent resource.

Legal and Advisory Note: This report is for informational purposes only and should not be considered as specific investment or legal advice. The content may become outdated or superseded without notice. Opinions and views expressed are based on current market conditions and are subject to change. This report does not constitute an offer or solicitation regarding any securities or investment strategy.
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Suisun City: Investment Report for The Quarter Ended June 30, 2024

20 GLOSSARY OF TERMS
Accrued Interest: Interest earned but not yet received.

Active Deposits: Funds that are immediately required for disbursement.

Amortization: An accounting practice of gradually decreasing (increasing) an asset's book value by spreading its depreciation (accretion) over a period of time.

Asked Price: The price a broker dealer offers to sell securities.

Basis Point: One basis point is one hundredth of one percent (0.01%).

Bid Price: The price a broker/dealer offers to purchase securities.

Book Entry Securities: Securities that are recorded in a customer’s account without physical certificates. Transactions are recorded electronically, reducing costs and risks of handling.

Book Value: The value at which a debt security is shown on the holder's balance sheet, calculated as acquisition cost less amortization of premium or accretion of discount.

Bond: A financial obligation where the issuer promises to pay the bondholder a specified stream of future cash flows, including periodic interest payments and a principal repayment.

Bond Swap: Selling one bond issue and buying another to achieve benefits like tax-deductible losses, increased yields, or improved portfolio quality.

Bullet Bond: A debt obligation that cannot be called or repaid before its scheduled maturity date.

Callable Bond: A debt obligation where the issuer has the option to call the bond or repay it early.

Certificate of Deposit: A deposit insured up to $250,000 by the Federal Deposit Insurance Corporation (FDIC) at a set rate for a specified period of time.
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Suisun City: Investment Report for The Quarter Ended June 30, 2024

21 Collateral: Securities, evidence of deposit, or pledges used to secure repayment of a loan, or securities pledged by a bank to secure public money deposits.

Constant Maturity Treasury (CMT): An average yield of a specific Treasury maturity sector for a given time frame, used as a market index for reference.

Credit Analysis: A review and appraisal of the economic and financial conditions or the ability to meet debt obligations.

Custody: A banking service that provides safekeeping for securities in a customer's investment portfolio and handles related transactions.

Delivery vs. Payment (DVP): The simultaneous exchange of money for securities.

Discount: The difference between the cost of a security and its value at maturity when quoted at a lower than face value.

Diversification: The practice of spreading investment funds among a variety of securities to reduce risk.

Duration: The weighted average maturity of a bond's cash flow stream, representing the time at which an investor has received half of the original investment in present value terms.

Fannie Mae: Trade name for the Federal National Mortgage Association (FNMA), a U.S. government-sponsored corporation.

Federal Deposit Insurance Corporation (FDIC): Insurance provided to customers of a subscribing bank, guaranteeing deposits up to a set limit (currently $250,000) per account.

Federal Reserve System: The central bank of the U.S., consisting of a seven-member Board of Governors, 12 regional banks, and approximately 8,000 commercial banks.

Fed Wire: A wire transmission service established by the Federal Reserve Bank for transferring funds through debits and credits between participants.

Freddie Mac: Trade name for the Federal Home Loan Mortgage Corporation (FHLMC), a U.S. government-sponsored corporation.
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Suisun City: Investment Report for The Quarter Ended June 30, 2024

22 Investment Agreements: Agreements with financial institutions to borrow public funds with terms concerning collateral, liquidity, and interest rates.

Interest Rate: The annual yield earned on an investment, expressed as a percentage.

Internal Controls: Procedures and practices designed to protect assets from loss, theft, fraud, or misuse and ensure accurate financial reporting.

Joint Powers Authority Pool: Shares of beneficial interest issued by a joint powers authority that invests in securities and obligations in compliance with California codes.

Liquidity: The ability to rapidly convert an investment into cash.

Market Value: The price at which a security is trading and could be bought or sold.

Maturity: The date upon which the principal or stated value of an investment becomes due and payable.

Nationally Recognized Statistical Rating Organizations (NRSRO): Agencies that assess the creditworthiness of an entity or specific security, typically referring to Standard and Poor’s, Fitch Ratings, or Moody’s.

Non-callable Bond: Also known as a Bullet Bond; a debt obligation where the bond issuer does not have the option to call the bond before its scheduled maturity date.

Par Value: The face value or principal amount of a bond or other security.

Perfected Delivery: Refers to an investment where the actual security or collateral is held by an independent third party representing the purchasing entity.

Portfolio: A collection of securities held by an investor.

Rate of Return: The yield obtainable on a security based on its purchase price or current market price, including amortized yield to maturity or current income return.

Repurchase Agreement (REPO): A transaction where the seller agrees to buy back securities from the buyer at an agreed- upon price after a stated period.
220

Suisun City: Investment Report for The Quarter Ended June 30, 2024

23 Reverse Repurchase Agreement (REVERSE REPO): A transaction where the buyer agrees to sell securities to the seller and buy them back at a future date.

Risk: The degree of uncertainty of return on an asset.

Safekeeping: The custody service provided for the individual securities in a customer's investment portfolio.

Settlement Date: The date on which a trade is cleared by delivery of securities against funds.

Time Deposit: An interest-paying deposit that requires the money to remain in the account for a specific length of time, such as a certificate of deposit.

Treasury Obligations: Debt obligations of the U.S. Government sold by the Treasury Department, including bills, notes, and bonds.

U.S. Government Agencies: Instruments issued by various U.S. government agencies, secured by the creditworthiness of the specific agency.

Yield: The rate of annual income return on an investment, expressed as a percentage.

Yield to Maturity: The rate of income return on an investment, considering any premium or discount, spread over the period from the date of purchase to maturity.

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AGENDA ITEM NO. 20.

AGENDA TRANSMITTAL

MEETING DATE:

August 20, 2024

AGENDA ITEM:

Discussion and Direction on the Approval of the Updated Norms and Procedures, and Relevant Policies and Municipal Code Sections.

FISCAL IMPACT:

None.

STRATEGIC PLAN:

Provide Good Governance.

BACKGROUND:

The City of Suisun City’s Norms and Procedures document serves as a guideline for the governance processes and decision-making frameworks utilized by the City Council. Periodic updates are necessary to ensure that the document remains relevant and reflects the current needs and practices of the City.

In recent sessions, the City Council has reviewed and discussed various revisions to the Norms and Procedures document. Staff has incorporated these revisions, and the updated document is now presented for further review to identify any additional changes the City Council may deem necessary.

Furthermore, following a review of best practices in municipal governance, staff recommends amending the current ordinance to grant the City Manager authority over the hiring and firing of Department Heads without requiring approval from the City Council. This change would streamline the City's administrative processes and align Suisun City's practices with industry standards.

STAFF REPORT:

On July 23, 2024, the City Council met to discuss their Norms and Procedures. The document had not been updated since 2019 and the City Council desired to review all aspects of the document. The City Council discussed the high-level themes throughout the document with our consultants from Baker Tilly.

From this discussion, city staff took the consensus from the City Council during their discussions and adjusted the language throughout the document to meet the City Council’s desires and best practices throughout the industry.

Today’s meeting presents the City Council with the edited document for any additional changes the City Council desires. Once any additional changes have occurred, the recommendation is that the City Council approve the document.

Additionally, during the July 23, 2024, meeting, it was noted that (Ord § 2.08.110) adopted in 1967 and amended in 1985, (in summary) requires the City Manager to have hiring and firing decisions for Department Heads be approved through the City Council.

This process is not standard in today’s local government, as most agencies throughout the State of California the City Manager has complete hiring and firing authority over the Department Heads to ensure the operations of the city (which occurs though the Department Heads) does not become political and allows the City Manager as the chief executive of the city to make staff decisions. 222

STAFF RECOMMENDATION:

Staff is recommending that the City Council provide direction to review and approve the updated Norms and Procedures and bring back the ordinance amending it to allow the City Manager to complete hiring and firing authority over the Department Heads without requiring the approval of the City Council to match the best practices within the industry.

DOCUMENTS ATTACHED:
1 .

City Council Norms and Procedures - Redline
2 .

City Council Norms and Procedures - Clean

PREPARED BY:

Bret Prebula, City Manager

ATTACHMENTS:

1. Council Norms and Procedures - Redline.pdf

2. Council Norms and Procedures - Clean.pdf
223

1 Suisun City Council Norms & Procedures
SUISUN CITY COUNCIL NORMS & PROCEDURES Section 1. GENERAL 1.1 Purpose. The purpose of these Norms and Procedures is to promote communication, understanding, fairness, and trust among the members of the City Council and staff concerning their roles, responsibilities, and expectations for management of the business of the City of Suisun City. In the interest of promoting best practices in our local government as Municipal Legislators, this document will include operational procedures, policies, and practices. 1.2 Code of Conduct. The residents and businesses of Suisun City are entitled to have a fair, ethical and accountable local government, which has earned the public'’s full confidence for integrity. The effective function of our democratic government by law requires that: • Our public officials, both elected and appointed, comply with both the letter and spirit of the laws and policies affecting the operations of government;, • Our public officials will be independent, impartial and fair in their judgment and actions;, • PWe will ensure the public office be used for the public good, and not for personal gain; and, • Public deliberations and processes will be conducted openly, unless legally confidential, in an atmosphere of respect and civility., and 1.3 Decorum. All Council Members shall practice a high degree of decorum and courtesy. Respect for each Council Member's interpersonal style will be the standard of operation. Courtesy and respect for individual points of view will be practiced at all times. All Council Members shall respect each other's right to disagree. Council Members shall commit to avoiding personal attacks, using language that is demeaning, or using words or phrases that tend to "shut others down." When addressing the public in any way, all Council Members shall make certain their opinions are expressed solely as their own, and do not in any way necessarily reflect the opinions of any other Council Member or the City.  Legally confidential discussions in closed sessions shall remain confidential to protect the City from liability and the processes of city governance. In addition to the legal commitments noted above, the City of Suisun City Council agrees to the following governing norms:
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 Be transparent and authentic; say what you mean and mean what you say.  Afford each council member the time and opportunity to share their interest, and refrain from dominating the discussion.  Be cooperative and assume one another’s good intentions.  Work as a team on behalf of the community, and not as competitors.  Respect the Council / Manager form of government, including not directing staff.  Following a council vote, support the decision of the body. This subject is expanded in Section 11. No personal attacks or profanity. 1.43 Overview of Council responsibilities. Suisun City is a California General Law city with a council/manager form of government. The City Council, which is elected directly by city voters, is assisted by a number of appointed and separately elected officials to provide services for City residents. The City Council has the following duties and responsibilities: (a) Appointment of the City Manager and City Attorney. The City Council shall appoint the City Manager and the City Attorney. The City Manager shall implement City Council policy and run day-to-day operations of Suisun City. The City Attorney shall provide legal advice and act as counsel to elected officials and city staff in adherence to all federal, state and local laws pertaining to city operations and public policy. There should be an annual review for the City Manager and the City Attorney. The City Manager'’s annual review shall follow closely the format included in the City Manager'’s contract and include goals for the next period. Less formal evaluations may take place quarterly or every six months at the pleasure of the Council. A separate procedure will be established for this evaluation. The City Attorney'’s annual review shall be at a format proposed by the Mayor and agreed upon by the Council informally. The Mayor at his/her discretion may annually create an ad hoc to oversee annual review process and prepare a summary evaluation. 225

3 Suisun City Council Norms & Procedures
(b) Establishment of boards, commissions, and Ccommittees, (each a “City Body” and together “City Bodies”) and appointment of members. With the consent of the Council, the Mayor may establish Boards, Commissions, and Committees, andCity Bodies. Pursuant to Government Code Section 40605, an elected Mayor, as is the Suisun City Mayor, may make appointments of members of allto the City Boardies, Commissions, and Committeeswith the approval of the City Council. The Mayor may, from time to time, cede this authority by resolution of the Council. (c) Legislative decisions. The Council is the legislative body; its members are the community'’s decision makers. Power is centralized in the elected City Council collectively and not in individual members of the Council. The City Council approves the budget and determines the public services. It focuses on the community'’s goals, major projects and such long term considerations as community growth, financing and strategic planning. The City Council hires a professional City Manager to carry out administrative responsibilities and they City Council collectively supervises the City Manager'’s performance. (d) Legislative Advocacy. The City Council, as the governing body, should develop where possible, with or without the assistance of outside professionals, a state and federal legislative platform. This platform shall be the guiding principles, which the City Council and City Manager use to advocate for the needs of Suisun City. From time to time, support or opposition letters or actions may be needed from the City, and often such action is required in short order, thereby preventing review by the full City Council. In such cases the following shall be the process: i. When a letter or action is needed to request funding for Suisun City, the Mayor shall have the authority to sign such a letter or provide such direction. ii. If the letter or action is to support or oppose a specific state or federal action or legislation, the proposed Suisun City position must be taken to a smaller body, such as a legislative subcommittee of the City Council comprised of the Mayor and one other City Council Member. iii. The additional subcommittee member is appointed by the Mayor with the consent of the Council consent. This appointment shall be made in December of each year for the following 12 months. 1.54 Overview of City Manager responsibilities. The City Manager is hired to serve the City Council and the community and to bring the benefits of education, training and experience in administering the City’'/ s projects, programs, and public services on behalf of the City Council. The City Manager follows the direction of the entire City Council and not individual members of the Council or the public, and serves at the sole discretion of the Council. As the City'’s Chief Executive Officer, the City Manager oversees: • Department heads and department operations Suisun City Council Norms & Procedures Deleted Cells
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4 Suisun City Council Norms & Procedures
• Budget development and fiscal management • Policy implementation • Personnel administration and human resources • Labor relations • Intergovernmental relations • Service delivery • Elected official support • A variety of special projects and assignments The City Manager appoints, removes, promotes, and demotes any and all officers and employees of the city except the City Clerk, City Attorney, and City Treasurer. Appointment, removal, promotion, or demotion of department heads shall require prior approval of the City Council. (oOrd 5§ 2.08.110) Among the chief duties, the City Manager will implement the Council'’s policies, projects, programs, and public services in an effective and efficient manner, providing professional advice on policy matters, intergovernmental affairs, economic development, and environmental issues. 227

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1.65 Annual Review.
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6 Suisun City Council Norms & Procedures
The City Council shall conduct a review of this document annually within three months prior to the start of a new fiscal year, or whenever Council deems necessary, to assist Council Members in being more productive in management of the business of the City. 1.76 Ralph M. Brown Act. All conduct of theeach City Council, Commissions, Committees and SubcommitteesBody, as well as Task Forces and Ad Hocs shall be in full compliance with the Ralph M. Brown Act. SECTION 2. COUNCIL REORGANIZATION 2.1 Mayor Pro Tem Selection Process. In December of each year, the Mayor shall select and appoint a Mayor Pro Tem, with consent of the City Council, from among the members of the Council. Selection and appointment shall be at the first meeting of a new term following each General Municipal Election or at the first meeting in December during non-election years. For all intents and purposes, the title Mayor Pro Tem and Vice Mayor are used interchangeably. The term of the appointment shall be for a 12-month period commencing on January 1st of each year, unless otherwise provided for by majority vote of the Council. 2.2 Duties of the Mayor Pro Tem/Vice Mayor The Vice Mayor remains as one member of the City Council and has no rights or authority different from any other member of the Council. The Vice Mayor is the designated individual to represent the Mayor and perform any duties as required when the Mayor is unavailable. If the Mayor will be unavailable for an extended period of time, the Mayor shall provide notification to the Vice Mayor, City Manager, and City Clerk, in addition to outlining any additional duties. 2.3 Appointment of a Council Vacancy. In the event of a vacancy of office or the death or resignation of any Council Member, the Mayor shall appoint a new Council Member, with the consent of the Council, within sixty (60) days after a vacancy or death or resignation becomes effective in compliance with the California Elections Code, unless the Council, by resolution, decides to instead call a special election. In the event of appointment, the Mayor, with the consent of the Council, shall determine by resolution the process for appointment prior to the application process and in accordance with State law. SECTION 3. ADMINISTRATIVE MATTERS 3.1 Attendance. City Council Members acknowledge that attendance at lawful meetings of the City Council is part of their official duty. Council Members shall make a good faith effort to attend all such meetings unless unable. Council Members will notify the Mayor, City Manager, and City Clerk, if they will be absent from a meeting. Per GovPursuant to Government Code 5Section 36513, "“if a city councilmember is absent without permission from all regular city council meetings for 60 days consecutively from the last Suisun City Council Norms & Procedures Deleted Cells
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7 Suisun City Council Norms & Procedures
regular meeting he or she attended, his or her office becomes vacant and shall be filled as any other vacancy."” 230

8 Suisun City Council Norms & Procedures

3.2 Correspondence. With some exceptions, proposed correspondence (including electronic) from individual Council Members/Mayor on City stationery shall be reviewed by the Council in draft form prior to release. On occasion, there are urgent requests from the League of California Cities for correspondence concerning legislation directly affecting municipalities. Assuming there is agreement between the Mayor and City Manager that the League's position corresponds with that of the Council, the Mayor may send a letter without first obtaining Council review. City letterhead will be made available for routine, discretionary correspondence (e.g., thank you notes, etc.), or such correspondence will be prepared by staff for signature, without prior consent of the Council. The City will provide stationary designated as "“The Office of"” for each member of the Council to use for correspondence as it relates to youreach Council Member’s elected position (e.g., thank you notes, letters of recommendation, direct communication to residents or businesses, etc.). This letterhead will have the same information as provided on yourtheir business card. Any views expressed in this correspondence (including electronic) are solely yourthe Council Member’s own and do not represent the views of the City or the Council. E-mails from Council Members should be respectful and professional. This form of correspondence is a public record subject to disclosure under the California Public Records Act. 3.3 Regional Boards, Committees and Ad Hocs The role of the Council on regional boards will vary depending on the nature of the appointment. Representing the interests of Suisun City is appropriate on some boards; this is generally the case when other local governments have their own representation. The positions taken by the appointed representatives are to be in alignment with the positions that the Council has taken on issues that directly impact Suisun City. If an issue should arise that is specific to Suisun City and the Council has not taken a position, the issue should be discussed by the Council prior to taking a formal position at a regional board meeting, to assure that it is in alignment with a majority of the Council'’s position. Council representatives to such various boards shall keep the Council informed of ongoing business through brief oral or written reports to the Council during properly posted Council meetings. City Council Members shall report to the Mayor and City Manager, through an electronic means created and provided to the City Council members, any updates to the City Council and public, related to work as liaisons on Regional Boards, Commissions, Committees, or Ad Hoc Committees. These updates must be completed by 5pm PST, the Wednesday before each City Council meeting. There may be weeks when no update is necessary, which should be noted in the document. Council Members shall make a good faith effort to attend all regional meetings to which they are assigned. Attendance should not be less than 75% of all annual scheduled meetings and all absences should be reported to the Mayor. If a Council Member is unable to attend, the Council Member shall notify his/her alternate as far in advance of the meeting as possible so as to allow the alternate to attend. Suisun City Council Norms & Procedures Deleted Cells
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A list of these assignments areis maintained by the Deputy City Clerk and will be distributed to the Council when updated. 3.4 Distribution of Information. It is essential that every member of the City Council have the same information from which to form decisions and actions. Any information distributed to one Council Member shall also be distributed to all Council Members. The Mayor, by virtue of the position, may receive information in advance of other members of the Council in order for the City Manager to effectively proceed with the day-to-day operation of the City. The City Manager will make every effort to disseminate this information to the remaining members of the Council in a timely mannerprior to the next City Council meeting or before the information becomes public, whether through the City Manager Report orWeekly Update or at the City Manager’s meetings with individual Council Members/Manager 1:1. 3.5 Reimbursement. Every effort shall be made to limit the need to reimburse Council Members for expenses. City Council Members may be reimbursed for personal expenses for travel to and lodging at conferences or meetings related to their role as a Council Member. The reimbursement of expenses is limited in the following manner: Members shall be reimbursed subject to the Administrative Directive related to travel expense (ADI1.) Any additional expenses that fall outside the scope of this policy may be reimbursed only if approved by the City Council, at a public meeting, before the expenses are incurred. Any request for reimbursement of expenses shall be accompanied by an expense form and receipts to documenting the expenditure. These documents are public records subject to disclosure under the California Public Records Act. Brief reports must be given on any outside meeting attended at the expense of the City at the next regular Council meeting. 3.6 Ethics and Sexual Harassment Prevention & Education Training. Any member of the City Council and commissions, or advisory committeesor another City Body, Task Force or Ad Hoc formed by the City Council, shall receive at least two hours of ethics training in general ethics principles and ethics laws relevant to his/her public service every two years, as mandated by AB 1234, and at least two hours of sexual harassment prevention training, as mandated by AB 1661. New members must receive this training within their first year of service for ethics and six months for sexual harassment prevention training and education, and file a certificate of completion with the Deputy City Clerk. Members shall attend training sessions that are offered through the League of California Cities or locally in the immediate vicinity of Solano County, or by completing online a state-approved public service ethics education program. An individual who serves on multiple legislative bodies need only receive two hours of each training every two years to satisfy this requirement for all applicable public service positions. If the City offers either course, the City will use a course that has been reviewed and approved by the Fair Political Practices Commission and the California Secretary of State. 232

10 Suisun City Council Norms & Procedures
TheThe Deputy City Clerk is required to keep ethics training records for five years to document and prove that these continuing education requirements have been satisfied. These documents are public records subject to disclosure under the California Public Records Act. 3.7 City Seal. The City Seal is an important symbol of Suisun City. No change to the City Seal shall be made without Council approval. Individual Council Members shall be careful in use of the City Seal so as not to create an appearance that the Council Member is acting on behalf of or with official endorsement of Suisun City. 3.8 Use of City Email and Social Media. Except for emergencies, public officials who are not City employees ("“public officials"”) conducting City business should not create any "“public record"” (as that term is defined in California Government Code 5Section 6253(e)) by using any email account that is not a City email account, or by using any non-City-controlled social media account. Instead, public officials should use a City email or City-controlled social media account. for In an emergency, a public official may send an email on a non-City email account, but only if a copy of any public record that is created as a result is contemporaneously copied to the City email account of that same public official, or a hard copy is provided to the City for retention in City records. Practically speaking, this means that public officials should rarely, if ever, use a personal email account to conduct City business, and should never use personal social media accounts to conduct City business. Nothing in this policy is intended to limit a public official'’s use of private email and social media accounts for non-City business such as personal communications and campaign related activities. Nor is this policy intended to require public officials to provide privileged communications or documents to the City, or to waive any applicable privileges which may apply to documents purely because they have been turned over to the City in compliance with this policy. For purposes of this policy "“City-controlled social media account"” is an account on a social media platform (e.g. Facebook, Instagram, Twitter) that is created and used by the City (e.g. the City'’s official Facebook page, if any). Use of City Electronic Devices. In general, when creating or modifying public records in the conduct of City business on an electronic device that can create and modify public records (e.g. computers, mobile phones, tablets), public officials should only use City-issued devices. There are two exceptions: However, Exception: Using City Accounts. Ppublic officials may use non-City electronic devices whento accessing an official City account, (e.g.such as City email address,and City-controlled social media account)s. Suisun City Council Norms & Procedures 9 Deleted Cells
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Exception: Contemporaneous Copying. If, in a given situation,Exception: If using a City electronic device is clearly impractical or if a public official has not been issued or does not have in the public official'’s possession a City electronic device, a public official may use a non-City device, but only if a copy of each affected public record is contemporaneously copied to a City account of that same public official, or to the related City-controlled social media account, or a hard copy is provided to the City for retention in City records. Texting Only on City Devices. Except for emergencies or when communicating with the City Attorney'’s Office, public officials conducting City business shall not send or receive texts on any device other than a City owned device. In an emergency, a public official may use a non-City device to text, but only if a copy of any public record that is created as a result is contemporaneously copied to a City account of that same public official, or a hard copy is provided to the City for retention in City records. Practically speaking, this means that public officials should rarely, if ever, use a non-City owned device to text in the conduct of City business. Provide Copies to City. If a public official has possession of a public record that is not in the possession of the City, the public official shall promptly provide a copy of the record to the City, and take reasonable precautions to prevent this from occurring again. For example, if a public official receives an email regarding City business on a non-City email account, and the email was not sent to or from a City email account (i.e. the City doesn't already have a copy), the public official shall promptly forward a copy of the email to the public official's City email account, or provide a hard copy to the City for retention in City records, and should request that the sender send future correspondence to a City controlled email account. 3.9 Compensation. Council members are compensated in accordance with California Government Code Sections 36516 and 36516.5. The amount is memorialized in the City'’s Municipal Code.

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Suisun City Council Norms & Procedures
SECTION 4. COUNCIL RELATIONSHIP WITH STAFF Suisun City is a Council/ Manager form of government. The Council establishes policy and the City Manager and their staff implement that policy.Note: The foundation of To effectively govern and maintain a healthy and productive relationship between City Council and all City Staff, is based on staying within the chain of commandthe Council and staff alike must respect and abide by the roles and responsibilities of each and commit to work through the City Manager. 4.1 City Manager. The City Manager serves as the City’s chief executive officer. They implement Council policy, provide professional recommendations and guidance to the Council, direct, supervise and manage all City staff, and manage day-to-day operations. The City Manager may delegate this responsibility to Department Heads, at their discretion. City Council Members are always free to go to the City Manager to discuss City business. Issues concerning the performance of a Ddepartment or any employee must be directed to the City Manager. Direction to City employees, other than the City Manager or City Attorney, is the prerogative of the City Manager.T In passing along critical information, the City Manager will be responsible for contactingcommunicating with all Council Members. The City Manager may delegate this responsibility to Department Heads. 4.2 Agenda Item Questions. Council members are to work through the City Manager or City Attorney on all issues, concerns and questions. If a Council Member has a question on an agenda item, the Council Member should contact the City Manager, if at all possible, prior to any meeting at which the item may be discussed, to allow the City Manager and their staff time to provide the most complete answer to the Council Member’s question. This does not restrict Council Members from asking questions during a Council meeting. 4.3 Interaction of City Council with Staff. The Council shall treat staff with respect and shall not abuse staff, nor embarrass staff in public. The City Council Members are welcome to have contact with any city employee. However, the Council are to work through the City Manager or City Attorney on all issues, concerns and questions. This is to allow the senior professional staff, with the proper education, training, experience and knowledge of issues, laws and City Council's policies to coordinate a full and complete response and reduce error or misunderstanding by staff members not necessarily knowledgeable on all issues. This can provide a better overall response, allow any new issues to properly be considered and avoid unintended redirection of staff efforts. Council Members are free to speak to Department Heads and may ask for information related to their department or agenda items. However, at no point is it acceptable to provide direction. All direction should be given to the City Manager, and the City Manager should be informed of contacts made with Department Heads. This informal system of direct communication is not to be abused. 235

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City Council Members shall not meet with groups of management employees for the purpose of discussing terms of employment or establishing employee policy. 4.4 Individual Council Member'’s Requests. Council Members shall make their requests for information to the City Manager and not directly to individual members of staff.or to a Department Head The use of City staff, including the City Manager, to respond to an individual Council Member'’s request for any purpose that exceeds more than one hour of total staff time must be approved by the majority vote of the full Council.or information. The individual City Council Member may make his/her request orally or in writing to the City Manager. The City Manager shall provide an estimate of the cost and how the request affects the Council's Goals and Objectives. This request will then be considered by the City Council at the next possible City Council meeting. Irrespective of the amount of staff time required to respond to each Council Member's request, individual Council Member's requests should be limited to no more than three to five requests per week. SECTION 5. PROCEDURES FOR APPOINTMENTS TO BOARDS/COMMISSIONS/COMMITTEES 5.1 Definitions of Various City Bodies, including Task Forces, Committees, Ad Hocs, Commissions, and Boards. (a) Task Force: A temporary grouping of individuals and resources for the accomplishment of a specific objective. (b) Committee: A group of people officially delegated to perform a function, such as investigating, considering reporting, or acting on a matter. 236

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Suisun City Council Norms & Procedures
(c) Ad Hoc: Committees established for a specific purpose. Formed for or concerned with one specific purpose (e.g. ad hoc compensation committee); for the particular end or case at hand without consideration of wider application; formed or used for specific or immediate problems or needs; often improvised or impromptu; contrived purely for the purpose in hand rather than carefully planned in advance. (d) Commission: A group of people officially authorized to perform certain duties or functions with certain powers or authority granted; the act of granting certain powers or the authority to carry out a particular task or duty; the rank and powers so conferred. (e) Board: A group of persons having managerial, supervisory, or advisory powers. In parliamentary law, a board is a form of deliberative assembly and is distinct from a committee, which is usually subordinate to a board or other deliberative assembly —– in having greater autonomy and authority. 5.2 Recruitment and Appointment Process. (a) On or before December 31st of each year, the Deputy City Clerk shall prepare and post a list of all Council-appointed board, commission and committee termsterms of City Bodies that expire during the next calendar year in compliance with the Maddy Act (Government Code Section 54972). (b) The Deputy City Clerk shall annually advertise in a newspaper and on the City's website for applicants wishing to be considered for appointment to boards, commissions and committees.a City Body. All persons seeking appointment to a City Body must complete and submit an application form to the Deputy City Clerk. (c) Annually and if an unscheduled vacancy occurs on a City Body during the year, the following steps should be taken to publicize the vacancy and fill the position: 1. Public announcement of the vacancy at a Council meeting. 2. A Nnewspaper advertisement announcing the vacancy. 3. A recruitment period of at least ten (10) days. 4. A vacancy notice posted at City Hall, the Nelson Center, and on the City'’s website for at least 20 days. 5. Announcements in the local media, such asa press releases , online news outlets and free weekly sales papers. 6. Distribution to appropriate professional and community organizations and all groups that have requested notification. (c) d) Although there may be multiple applicants, the Mayor is not required to choose from the pool of applicants and may nominate his/hertheir own appointee, provided the appointee qualifies. This applies to individual Council Members where the Mayor has ceded his/hertheir authority. (de) All persons seeking appointment to a City board, commission or committee shall complete and submit an application form to the City Clerk as set forth in Section 5.6. Applications shall be Suisun City Council Norms & Procedures Deleted CellsDeleted Cells 237

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kept on file for two years in the City Clerk'’s office and vacancies may be considered from the applications on file, as well as new applications. (ef) If an unscheduled board or commissiona vacancy occurs during the year, the following steps should be taken to publicize vacancies on boards, commissions and committees: outside of the annual recruitment cycle, the Mayor may appoint from the existing applications already on file if there is more than four (4) months remaining on the vacant seat.1. Public announcement of the vacancy at a Council meeting. 2. A newspaper advertisement announcing the vacancy. 3. A recruitment period of at least ten (10) days. 4. A vacancy notice posted at City Hall, the Nelson Center, and on the City's website for at least 20 days. 5. Announcements in the local media, such as press releases, online news outlets and free weekly sales papers. If there are less than four month remaining, the Mayor can elect not to fill that seat and wait for the annual recruitment process, unless there is an urgent reason to appointment immediately such as need for a quorum.6. Distribution to appropriate professional and community organizations and all groups that have requested notification The Mayor may also request that a midyear recruitment be conducted to fill the vacancy if needed. 5.3 Requirement for Appointment. (a) All persons appointed to City boards, commissions and committeesBodies, task forces or ad hocs shall be residents of theSuisun City ofor be a majority owner of a business located in Suisun City at the time of their appointment and shall remain so throughout their term of appointment. Should any person so appointed move from the City or no longer hold majority ownership of a business located within Suisun City during their term of office, such office shall be forfeited. The Mayor with the consent of the Council shall, upon forfeiture, make a new appointment to fill the unexpired term. (b) All persons appointed to City boards, commissions and committees shall complete and submit an application form to the City Clerk as set forth in Section 5.6. (c) b) Except as provided by state or local statute, the appointee shall not be a current City employee or currently appointed to another City board, committee or commission.Body. 5.4 Council Notification. By October 1 of each year, the Deputy City Clerk will notify the Mayor of expiring terms for members of those City boards, commissions, and committeesBodies. 5.5 Incumbents. (a) At the end of the first term, the incumbent board, commission or committeeCity Body member may, at the discretion of the Mayor, be reappointed for an additional term without the need to apply or interview for re-appointment. In lieu of an application, the board, commission or committee member shall submit to the Deputy City Clerk a letter or email expressing interest in re-appointment 60 days prior to the expiration of the member'’s first term. 238

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Suisun City Council Norms & Procedures
(b) Any incumbent interested in re-appointment who has served two or more terms must apply for re-appointment as set forth in Section 5.62. 5.6 Application. Except as set forth in Section 5.5, all persons considered for appointment or re-appointment shall complete an application form. This application form must be received by the City Clerk by the required deadline. 5.7 Attendance. (a) Board, commission and committee membersMembers of City Bodies are expected to regularly attend and participate on their respective boards, committees and commissions.City Body. (b) All absences should be reported to the Mayor and Deputy City Clerk in advance of missing the meeting. (c) A board, commission or committee member whose attendance is less than seventy-five percent (75%) of the required meetings over a period of a year may be subject to removal at the discretion of the Mayor. Council will be notified of any actions taken. (d) The Council may grant an approved leave of absence for a board, commission or committee member for such reasons as the Mayor determines appropriate. Council will be notified of any actions taken 239

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5.87 Norms and Procedures and Conflicts of Interest.
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Suisun City Council Norms & Procedures
(a) Board, committee and commissiona) All City Body members shall be expected to adhere to the Council Norms and Procedures. (b) Board, committee and commissionAll City Body members shall comply with all state and local laws with respect to ethics and conflicts of interests to the extent that such laws apply to their position, including state and local requirements to timely file Statements of Economic Disclosure if the member is designated as a filer by state law or by the City'’s Conflict of Interest Code. (c) Members of City boards, commissions or committeesAll City Body members may not use their board, commission or committeeCity Body position title for political endorsements. 5.98 Conflicts with Federal, State or Local Law. In case of a conflict between this section of the Norms and Procedure policy with federal, state or local law, such federal, state or local law shall be the controlling factor. SECTION 6. MEETINGS 6.1 Open to Public. All meetings of the City Council whether regular, special, or study sessions, shall be open to the public, unless a closed session is held as authorized by law. All meetings shall be noticed as required to allow action to be taken by the Council. 6.2 Broadcasting of City Council Meetings. All regular Council meetings shall be scheduled in the Council Chambers to allow for web streaming, unless the number of participants exceeds room capacity. The final decision shall be the responsibility of the Mayor. 6.3 Regular Meetings. At the first regular meeting in January, the City Council will approve the schedule of meetings for the calendar year, which in addition to the regular meeting schedule, may include the cancellation of regular meetings and the addition of special meetings and study sessions. This practice does not, however, preclude the Mayor from calling additional meetings pursuant to Section 6.5, if necessary. The City Council shall convene its regular City Council meetings at 6:30 p.m. on the first and third Tuesday of each month. However, each Tuesday is a regular meeting day if necessary to carry out the business of the city and Council members should be prepared to meet on any Tuesday evening. The City Council hopes to conclude its public business at Regular Meetings by 10:00 p.m. Ordinarily, at the discretion of the Mayor, no newBefore an items willcan be taken up after thepast 10:00 p.m. cutoff and any items, a vote must occur to continue the meeting. The meeting will only continue if a super majority of the City Council approves such an action. If the decision is to not continue, all remaining agenda items will be agendized formoved to the next regular City Council meeting. Suisun City Council Norms & Procedures Deleted CellsDeleted Cells 241

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6.4 Cancelling Meetings. Pursuant to Government Code Section 36805, City Council shall hold a Regular Meeting at least once each month. Outside of this provision, the Mayor may cancel no more than four (4) Regular Meetings at his/her discretion no less than 7 days before the planned meeting. The Mayor may cancel a meeting at any time in the case of an emergency or when a majority of members have confirmed their unavailability to attend a meeting. 6.5 Special Meetings. A special meeting may be called at any time by the Mayor or by a majority of the City Council in accordance with the Brown Act. Written notice of any such meeting must specify the purpose of the meeting. Notice of the meeting must be given in accordance with law. Public comments at special meetings shall be limited to only those items described on the special meeting notice/agenda. The City Council may hold study sessions or joint meetings with other boards, commissions, committees,City Bodies or agencies as deemed necessary to resolve City business. These meetings will be coordinated by the Deputy City Clerk. Study sessions are scheduled to provide Council Members the opportunity to better understand a particular item. While Council may legally take action at any noticed meeting, generally no formal action is taken at study sessions. If action is to be taken at a study session, then the agenda will state that action may be taken. 242

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Suisun City Council Norms & Procedures

6.6 Closed Sessions. a) The City Council may hold closed sessions at any time authorized by law (and in consultation with the City Attorney), to consider or hear any matter, which is authorized by law. The Mayor or any three Council Members may call a closed session meetings at any time. b) In order for three Council Members to call a closed session the following procedure shall be followed. A Council Member shall email or call a meeting with the City Manager or the City Attorney outlining the desire and reason a closed session should be called. The City Manager or City Attorney will interview other Council Members as to their desire to hold such a closed session. If two other Council Members agree that a closed session is warranted, a closed session will be agendized as soon as practicable at a date and time acceptable to the Council Members requesting the closed session. 6.7 Quorum. Three (3) members of the City Council shall constitute a quorum and shall be sufficient to transact business. If fewer than three Council Members appear at a regular meeting, the Mayor, Vice Mayor in the absence of the Mayor, any Council Member in the absence of the Mayor and Vice Mayor, or in the absence of all Council Members, the City Clerk or Deputy City Clerk, shall adjourn the meeting to a stated day and hour. Business of the City Council may be conducted with a minimum of three members being present; however, pursuant to the California Government Code, matters requiring the expenditure of City funds and all resolutions and non-urgency ordinances must receive three affirmative votes for approval. 6.8 Minutes. The City Clerk shall prepare minutes of all public meetings of the City Council. Electronic copies will be distributed to the Council for review one (1) week following the meeting.prior to being placed on the City Council agenda for approval. Council Members will have one (1) week to provide feedback to the City Clerk for corrections or clarifications. The City Clerk will provide the corrected minutes to the City Manager one (1) week before the meeting to ensure inclusion in the Agenda Packet. 6.9 Adjourned Meetings. The City Council may adjourn any regular, adjourned regular, special, or closed session meeting to a time and place specified in the order of adjournment and permitted by law. SECTION 7. POSTING NOTICE AND AGENDA 7.1 Posting of Notice and Agenda. For every regular, special, or study session meeting, the City Clerk or other authorized person shall post a notice of the meeting, specifying the time and place at which the meeting will be held, and an agenda containing a brief description of all items of business to be discussed at the meeting. This notice and agenda may be combined in a single document. Posting is to be according to law. 7.2 Location of Posting. 243

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Suisun City Council Norms & Procedures
The notice and agenda shall be posted at City Hall in a place to which the public has unrestricted access and where the notice and agenda are not likely to be removed or obscured by other posted material, and to the City website. Although not required, additional posting places have been identified to increase civic engagement: • Joseph Nelson Center • Fire Department • Harbor Master Building • City Controlled Social Media • Non-City Partnership Buildings SECTION 8. AGENDA CONTENTS 8.1 Mayor'’s Responsibility. The Mayor is responsible for running a timely and orderly meeting. If the Mayor is unavailable to run a Council meeting, the Vice Mayor shall run the meeting. The Mayor, in consultation with the City Manager or his/her designee, shall organize the agenda and agenda forecast. The agenda forecast will be distributed with the City Manager'’s report. 8.2 Availability to the Public ad Description of Matters. AThe agenda for any regular, special, or study session meeting of the City Council shall be made available to the general public and all items of business to be discussed at a meeting of the City Council shall be briefly described on the agenda. in accordance with the Ralph M. The description should set forth the proposed action to be considered so that members of the public will know the nature of the action under review and consideration. As stated in Section 4.2, if a Council Member has a question on a subject, the Council Member should contact the City Manager prior to any meeting at which the subject may be discussed. 8.3 Availability to the Public. The agenda for any regular, special, or study session meeting, shall be made available to the general public as required by law Brown Act. 8.43 Limitation to Act Only on Items on the Agenda. No action shall be taken by the City Council on any item not on the posted agenda, subject only to the exceptions listed below: (a) Upon a majority determination that an "“emergency situation"” (as defined by State Law) exists; or (b) Upon determination by a 4/5 vote of the full City Council, or a unanimous vote if less than a full Council, that there is a need to take immediate action and that the need to take the action came to the attention of the City Council subsequent to posting of the agenda. 8.5 "Timing" of Agenda. 244

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Suisun City Council Norms & Procedures
The Mayor may "time" the agenda as a way for the Council to maintain a sense of how much time can be committed to any one item without going past an established ending time for the meeting. 8.64 Order and Timing of Agenda —– Regular Meeting. The prescribed order of the agenda for Regular Meetings of the Council will be as follows: Roll Call, Public Comment if a Closed Session is scheduled, Closed Session, Adjourn to Open Session, Pledge of Allegiance, Invocation, Conflict of Interest Notifications, Closed Session Announcement, if any, Informational Reports (City Manager/Executive Director/StaffCity Attorney), Presentations/ Appointments, Public Comments on Items not on the Agenda, Council Comment, Consent Calendar, Public Hearings, General Business Items, Non-presented Reports, and Adjournment. The Mayor may "time" the agenda asin a way that suggests how much time canshould be committed to any one item such that the meeting may end at the established time. 8.75 Order of Agenda —– Special Meeting – Closed Session. The prescribed order of the agenda for a Special Meeting —– Closed Session of the Council will be as follows: Roll Call, Public Comment, Conflict of Interest Notifications, Closed Session, Closed Session Announcement if any, and Adjournment. 8.86 Change in Order of Business. The Mayor may decide to take matters listed on the agenda out of the prescribed order. Council Members shall be given the opportunity to ask questions about Consent Items for clarification without having them removed. 8.97 Agenda Request Policy. Requests for placement of items on the agenda can be submitted to the Mayor or City Manager at any time. The Mayor and City Manager will review the request and determine appropriate timing to bring the item forth. Also, any member of the Council may request that an item be placed on a future agenda by indicating their desire to do so under the Council Member Report portion of the City Council agenda. The request will require the consensus of the Council to have the item brought back at a certain time versus at the pleasure of the Mayor or City Manager. 8.108.8 Presentations. Presentations are put on the agenda with concurrence of the Mayor or City Manager. The Mayor or City Manager will use their best judgment on scheduling presentations and recognitions. Time limits shall normally be 5 minutes. Presentations may be extended by special circumstances as needed. Exceptions can be made at the Mayor'’s discretion. To promote a proactive policy concerning state, regional and federal legislative issues, presentations shall include a periodic legislative update by the City Manager (or City Manager designee), to include information on important legislative issues and/or those matters that the City has a stated a position on during the Legislative Session 245

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Suisun City Council Norms & Procedures

8.118.9 Proclamations. Requests for proclamations can be submitted to the Mayor at any time. Proclamations or Special Recognition are created at the Mayor'’s full discretion. The agenda will include Proclamations presented during the council meetings and a list provided of those for information purposes or presented outside of the meeting. 8.12 Redress. Agenda items for redress or reconsideration are expanded in Section 9.8. SECTION 9. PROCEDURES FOR THE CONDUCT OF PUBLIC MEETINGS 9.1 Role of Mayor.Rules of Order. (a) The Mayor shall be responsible for maintaining the order and decorum of meetings. It shall be the duty and responsibility of the Mayor to ensure that the rules of operation and decorum contained herein are observed. The Mayor shall maintain control of communication between Council Members and among Council, staff and public. The Mayor shall intervene when a Council Member, staff or other meeting participant is being verbally or otherwise attacked by a member of the public. (b) Communication with Council Members: 1. Council Members shall request the floor from the Mayor before speaking. 2. When one member of the Council has the floor and is speaking, other Council Members shall not interrupt or otherwise disturb the speaker. (c) Communication with members of the public addressing the Council on agendized items: 1. The Mayor shall open the floor for public comment as appropriate. 2. Council Members may question a person addressing the Council at the conclusion of the person's comments or upon expiration of the person's time to speak in order to gain additional information. At no point should Council Members engage in additional back and forth with members of the public. 3. Any staff member with an item on the agenda will be available to the City Council to answer questions arising during discussions between Council Members and among Council Members and members of the public. 4. Members of the public shall direct their questions and comments to the Council. 9.2 Rules of Order. Rosenberg’s Rules of Order, Revised 2011, govern all City Council Meetings. These Rules clearly and concisely set forth the important role of the chair (i.e., the Mayor) during a meeting; the process for making and voting on motions; the three standard motions, including the basic motion, the motion to amend, and the substitute motion; the process of debate; other procedural motions, including motions to limit debate, motions to table, and motions to adjourn. All City Council Members are encouraged to review and familiarize themselves with the details contained in this seven-page document.The City Council shall follow the "spirit" A copy of 246

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Suisun City Council Norms & Procedures
Rosenberg'’s Rules of Order as a guide for the conduct of meetings, with the following modifications:is attached hereto and available on the City’s website. (a) A motion is not required prior to a general discussion on an agenda item. A pre-motion discussion allows the members to share their thoughts on the agendized item so that a motion can more easily be made that takes into account what appears to be the majority position. (b) All motions require a second. (c) A motion may be amended at the request of the maker and the consent of the person who seconded the motion. Such a procedure is often used to accommodate concerns expressed by other members. (d) A motion to amend may still be used. The Mayor has the discretion to impose reasonable rules at any particular meeting based upon facts and circumstances found at any particular meeting. 9.32 Appeal Procedures. Appellants shall be given the opportunity to speak first. Appellants and applicants responding to appeals may be given a total of up to 10 minutes each to present their positions to the City Council prior to hearing public comments. Appellants shall be given up to 5 minutes of rebuttal time after public comments are heard. 9.43 Applicants. Persons bringing to the City Council a request for approval shall be given a total of up to 10 minutes to present their positions/input prior to hearing public comments. An extension can only be granted by consent of a majority of the Council Members. Applicants shall be given up to 5 minutes of rebuttal time after public comments are heard. 9.54 Staff and Consultant Reports. In general, staff and consultant reports should be clear, brief and concise. Staff is to assume that the Council has read all materials submitted. Council shall be given an opportunity to ask questions of staff prior to hearing public comments. 9.65 Public Comment. (a) Persons present at meetings of the City Council, either in-person or participating remotely, may comment on individual items on the agenda at the time the items are scheduled to be heard. During Regular City Council meetings, comments may be offered on items not on the agenda under that portion of the agenda identified for Public Comment. (b) The limit for speakers will be up to 3 minutes, depending on the number of speakers. Speakers are not allowed to delegate their time to another speaker. The Mayor may limit the time to be spent on an item and may continue the item, with the approval of the majority of the Council, to a future meeting at his/her discretion. 247

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Suisun City Council Norms & Procedures
(c) Upon addressing the Council, each speaker is requested, but not required, to first state his/her name, whom they represent and/or city of residence. (d) After the speaker has completed their remarks, the Mayor may direct the City Manager or City Attorney to briefly address the issues brought forth by the speaker. Council Members shall be respectful of the speakers and shall not enter into a debate with any member of the public nor discuss amongst themselves. (e) All Council Members shall listen to all public discussion as part of the Council'’s community responsibility. Individual Council Members should remain open-minded to informational comments made by the public. (f) The Mayor has the right to ask a member of the public to step down if over the allotted time or if the speaker'’s comments are not within the citVy’s jurisdiction. 9.7 Motions. It will be the practice of the City Council for the Mayor to provide Council Members an opportunity to ask questions of staff, comment on, and discuss any agendized item in order to help form a consensus before a motion is offered. After such discussion, the Mayor or any Council Member may make a motion. Before the motion can be considered or discussed, it must be seconded. Once a motion has been properly made and seconded, the Mayor shall open the matter to full discussion offering the first opportunity to speak to the moving party, and thereafter, to any Council Member recognized by the Mayor. Customarily, the Mayor will take the floor after all other Council Members have been given the opportunity to speak. If a motion clearly contains divisible parts, any Council Member may request the Mayor or moving party divide the motion into separate motions to provide Council Members an opportunity for more specific consideration. Tie Votes: Tie votes shall be lost motions. When all Council Members are present, a tie vote on whether to grant an appeal from official action shall be considered a denial of such appeal, unless the Council takes other action to further consider the matter. If a tie vote results at a time when fewer than all members of the Council, who may legally participate in the matter are present, the matter shall be automatically continued to the agenda of the next regular meeting of the Council, unless otherwise ordered by the Council. 9.8 Reconsideration. (a) Request for reconsideration. 1. Request by a member of the public. Notwithstanding Rosenberg's Rules of Order, a request for reconsideration may be made by a member of the public to the City Council at the next regular meeting of the City Council or at any intervening special meeting of the City Council. 2. Request by a member _of the City Council. Only a member of the City Council who voted on the prevailing side may request reconsideration. The request may be made at the same meeting or at the next regular meeting of the City Council or at any intervening special meeting of the City Council. 248

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Suisun City Council Norms & Procedures

3. The member of the public or City Council Member making the request should state orally or in writing the reason for the request, without dwelling on the specific details or setting forth various arguments. (b) Motion to reconsider any Council action. 1. Reconsideration at the same meeting. A motion to reconsider an action taken by the City Council may be made at the same meeting at which the action was taken (including an adjourned or continued meeting). A motion to reconsider an action taken by the City Council may be made only by a Council Member who voted on the prevailing side, but may be seconded by any Council Member and is debatable. The motion must be approved by a majority of the entire City Council. 2. Reconsideration at a subsequent meeting. If an intent to request a motion for reconsideration is communicated to the City Council prior to the deadline for posting the City Council meeting agenda, then the request for reconsideration may be agendized if support for said action exists in accordance with the Council Norms Section 10.8. Otherwise, no City Council discussion or action on a possible reconsideration may occur unless the item is appropriately added to the agenda pursuant to Government Code section 54954.2(b), which addresses adding items that are not listed on a posted agenda (urgency agenda item). At the time such motion for reconsideration is heard, testimony shall be limited to the facts giving rise to the motion. (c) Effect of approval of motion. Upon approval of a motion to reconsider, and at such time as the matter is heard, the City Council shall only consider any new evidence or facts not presented previously with regard to the item or a claim of error in applying the facts. If the motion to reconsider is made and approved at the same meeting at which the initial action was taken and all interested persons (including applicants, owners, supporters and opponents) are still present, the matter may be reconsidered at that meeting or at the next regular meeting or intervening special meeting (subject to the discretion of the maker of the motion) and no further public notice is required. If the motion to reconsider is made and approved at the same meeting at which the initial action was taken but all interested persons are not still present, or if the motion is made and approved at the next regular meeting or intervening special meeting, the item shall be scheduled for consideration at the earliest feasible City Council meeting and shall be re-noticed in accordance with the Government Code, the City Municipal Code and the Council Norms and Procedures. The Clerk shall provide notice to all interested parties as soon as possible when a matter becomes the subject of a motion to reconsider. 9.9 Discussion. (a) The discussion and deliberations at meetings of the City Council are to secure the mature judgment of Council Members on proposals submitted for decision. This purpose is best served by the exchange of thought through discussion and debate. To the extent possible, Council Members should disclose any ex parte communication prior to discussion on an item. Ex parte communications are those made in private between an interested party and an official in a decision making process. Discussion and deliberation are regulated by these rules in order to assure every member a reasonable and equal opportunity to be heard. 249

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Suisun City Council Norms & Procedures
(b) Obtaining the floor for discussion. After the Council has commented on an issue, and a motion has been stated to the Council and seconded, any member of the Council has a right to discuss it after obtaining the floor. The member obtains the floor by seeking recognition from the Mayor. A member who has been recognized should make their comments clear, brief and concise. (c) Speaking more than once. To encourage the full participation of all members of the Council, no member or members shall be permitted to monopolize the discussion of the question. If a Council Member has already spoken, other Council Members wishing to speak shall then be recognized. No Council Member shall be allowed to speak a second time until after all other Council Members have had an opportunity to speak. (d) Relevancy of discussion. All discussion must be relevant to the issue before the City Council. A Council Member is given the floor only for the purpose of discussing the pending question; discussion which departs is out of order. Council Members shall avoid repetition and strive to move the discussion along. A motion, its nature, or consequences, may be attacked vigorously. It is never permissible to attack the motives, character, or personality of a member either directly or by innuendo or implication. It is the duty of the Mayor to instantly rule out of order any Council Member who engages in personal attacks. It is the motion, not its proposer, that is subject to debate. Arguments, for or against a measure, should be stated as concisely as possible. It is the responsibility of each Council Member to maintain an open mind on all issues during discussion and deliberation. It is not necessary for all City Council Members to speak or give their viewpoints if another Council Member has already addressed their concerns. Although issues with potential to be litigated or otherwise appealed should have comments by each Council Member on the record. (e) Mayor's duties during discussion. The Mayor has the responsibility of controlling and expediting the discussion. A Council Member who has been recognized to speak on a question has a right to the undivided attention of the Council. 250
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It is the duty of the Mayor to keep the subject clearly before the members, to rule out irrelevant discussion, and to restate the question whenever necessary. 9.109.6 Council Member Respect. At all times, Council Members in the minority on an issue shall respect the decision and authority of the majority. 9.11 Council and Staff Reports and Directions on Future Agenda Items. Council and staff reports at the end of Council meetings shall be limited to announcing Mayorappointed Regional Board activities on which Council Members serve, City and City-sponsored activities and items which directly affect the City. Community groups may announce their activities during Public Comments at the beginning of Council meetings. Council Members should refrain from making personal comments, stating personal activities, or items that do not impact their role as a Council Member. SECTION 10. CLOSED SESSIONS 252

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10.1 Purpose.
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It is the policy of the City Council to conduct its business in public to the greatest extent possible. However, state law recognizes that, in certain circumstances, public discussion could potentially jeopardize the public interest, compromise the City'’s position, and could cost the taxpayers of Suisun City financially. Therefore, closed sessions shall be held from time to time as allowed by law. The procedures for the conduct of these meetings shall be the same as for public meetings, except that the public will be excluded. Prior to convening the closed session meeting, the Mayor shall publicly announce the closed session items and ask for public input regarding any items on the closed session agenda. Pursuant to California Government Code Section 54963, City Council Members shall keep all written materials and verbal information provided to them in closed session in complete confidence to insure that the City'’s position is not compromised. No mention of information in these materials shall be made to anyone other than Council Members, the City Attorney or City Manager, except where authorized by a majority of the City Council. 10.2 Rule of Confidentiality. The City Council recognizes that breaches in confidentiality can severely prejudice the City'’s position in litigation, labor relations and real estate negotiations. Further, breaches of confidentiality can create a climate of distrust among Council Members and can harm the Council'’s ability to communicate openly in closed sessions, thereby impairing the Council'’s ability to perform its official duties. The City Council further recognizes that confidentiality of discussions and documents are at the core of a closed session. Confidentiality is essential if the closed session is to serve its purpose. Therefore, the City Council will adhere to a strict policy of confidentiality for closed sessions. 10.3 Breach of Rule of Confidentiality. No person who attends a closed session may disclose any statements, discussions, or documents used in a closed session except where specifically authorized by State law. Any authorized disclosure shall be in strict compliance with these rules and the Ralph M. Brown Act. Violation of this rule shall be considered a breach of this rule of confidentiality. 10.4 Agenda. The City Council agenda will contain a brief general description of the items to be discussed at the closed session, as required by law. 10.5 Permissible Topics. All closed sessions will be held in strict compliance with the Ralph M. Brown Act. The City Attorney, or his/hertheir designee, will advise in advance on topics that may be discussed in a closed session. 10.6 Rules of Decorum. (a) The same high standard of respect and decorum as apply to public meetings shall apply to closed sessions. There shall be courtesy, respect and tolerance for all viewpoints and for the right of Council Members to disagree. Council Members shall strive to make each other feel Suisun City Council Norms & Procedures Deleted CellsDeleted Cells 254

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comfortable and safe to express their points of view. All Council Members have the right to insist upon strict adherence to this rule. (b) Prior to a vote, the Mayor shall ensure that the motion is clearly stated and clearly understood by all Council Members. a(c) The Mayor shall keep the discussion moving forward so that debate and a votediscussion can occur in the time allotted for the closed session. The Mayor will determine the order of debate in a fair manner. 10.7 Conduct of Meeting. (a) The Mayor will call the closed session to order promptly at its scheduled time. (b) The Mayor will keep discussion focused on the permissible topics. (c) The use of handouts and visual aids such as charts is encouraged to focus debate and promote understanding of the topic. All such materials are strictly confidential. (dc) If the City Council in closed session has provided direction to City staff on proposed terms and conditions for any type of negotiations, whether it be related to property acquisitions or disposal, a proposed or pending claim or litigation, or employee negotiations, all contact with the other party will be through the designated City person(s) representing the City in the handling of the matter. A Council Member, not so designated by the Council, will not under any circumstances have any contact or discussion with the other party or its representative concerning the matter which was discussed in the closed session, and will not communicate any discussions conducted in closed session to such party. 10.8 Public Disclosure After Final Action. (a) The Ralph M. Brown Act requires that, as a body, the City Council make certain public disclosure of closed session decisions when those actions have become final. Accordingly, the City Council [should this be the City Attorney?] shall publicly report any final action taken in closed session, and the vote, including abstentions, at a publicly noticed meeting as follows: . 1. Real Estate negotiations: After the agreement is final and accepted by the other party; 2. Litigation: After approval to defend or appeal a lawsuit or to initiate a lawsuit; 3. Settlement: After final settlement of litigation or claims; 255

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4. Employees: Action taken to appoint or dismiss a Council-appointed employee; 5. Labor relations: After the Memorandum of Understanding is final and has been accepted by both parties. (b) The report may be oral or written. The report will state only the action taken and the vote. Unless authorized by the majority of the City Council, the report will not state the debate or discussion that occurred. Except for the action taken and the vote, all closed session discussions will remain confidential. SECTION 11. DECORUM 11.1 Council Members. Members of the City Council value and recognize the importance of the trust invested in them by the public to accomplish the business of the City. Council Members shall accord the utmost courtesy to each other, City employees, and the public appearing before the City Council. The City Manager or his/her designee shall act as the sergeant-at-arms. 11.2 City Employees. Members of the City staff shall observe the same rules of order and decorum applicable to the City Council. City staff shall act at all times in a business and professional manner towards Council Members and members of the public. 11.3 Public. Members of the public attending City Council meetings shall observe the same rules of order and decorum applicable to the City Council. These Norms and Procedures shall apply to all City Council Meetings. 11.4 Noise in the Chambers. Noise emanating from the audience, whether expressing opposition or support within the Council Chambers or lobby area, which disrupts City Council meetings, shall not be permitted. All cell phones and other electronic devices shall be muted while in the chambers. Refusal is grounds for removal. 11.5 Removal. Any member of the public making personal, impertinent, and/or slanderous or profane remarks, or who becomes boisterous or belligerent while addressing the City Council, staff or general public, or while attending the City Council meeting and refuses to come to order at the direction of the Mayor/Presiding Officer, shall be removed from the Council Chambers by the Police Chief, or his/her designee, and may be barred from further attendance before the Council during that meeting. Unauthorized remarks from the audience, stamping of feet, whistles, yells, and similar demonstrations shall not be permitted by the Mayor/Presiding Officer. The Mayor/Presiding Officer may direct the Police Chief, or his/hertheir designee, to remove such offenders from the room. Suisun City Council Norms & Procedures Deleted CellsDeleted Cells 256

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11.6 Dangerous Instruments. No person may enter the chambers of a legislative body, as defined in Section 54852 of the Government Code of the State of CaliforniaSection 54852 or any place were such legislative body is in session, with any firearm, weapon, or explosive device of any nature. The provisions of this section shall not apply to authorized peace officers or to those persons authorized by the Penal Code of the State to carry such weapons. 11.7 Prosecution. Aggravated cases shall be prosecuted on appropriate complaint signed by the Mayor/Presiding Officer. SECTION 12. ENFORCEMENT OF DECORUM In extreme cases, such as when a meeting is willfully interrupted by a group or groups of persons so as to render the orderly conduct of such meeting unfeasible and order cannot be restored by the removal of individuals as provided for in this Policyherein, the Mayor/Presiding Officer may order the meeting room cleared and continue in session. Only matters appearing on the agenda may be considered in such a session. Duly accredited representatives of the press or other news media, except those participating in the disturbance, shall be allowed to attend any session held pursuant to this Section. Nothing in this Section shall prohibit the City Council from establishing a procedure for readmitting an individual or individuals not responsible for willfully disturbing the orderly conduct of the meeting. SECTION 13. PUBLIC RELATIONS 13.1 City Spokesperson. The Mayor will serve as the general spokesperson for the City. When Council has not taken a position on an issue, neither the Mayor nor any Council Member will speak on behalf of the Council. In these situations, the Mayor or Council Member will use a phrase such as, "“Council has not taken an official position, personally I think..."…” 13.2 Press Release. Any proposed Press Release may only use the City Seal and picture of the Council Member issuing such release if the subject matter pertains to official government business of Suisun City. 257

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The group picture of the Council may only be used on a Press Release if the release is being issued on behalf of the entire Council. SECTION 14. MAYOR'’S OFFICE The opportunity to meet with a member of the public is an honor. It also creates an opportunity for our citizens to know that their elected officials are willing to listen and willing to act. There is a place for meeting over coffee or food, as some discussions are best had when "“breaking bread."” However, some discussions should happen in a professional environment, free from distractions allowing for private discussion. To help facilitate meetings with members of the public as a Council Member, the Mayor'’s office is listed as a Resource Room in Outlook for advance scheduling. Reach out to the Deputy City Clerk if you have questions regarding scheduling. SECTION 15. VIOLATIONS OF PROCEDURES Nothing in these Norms and Procedures shall invalidate a properly noticed and acted upon action of the City Council in accordance with State Law. This document shall remain in effect until modified by resolution of the City Council.

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COUNCIL
Norms & Procedures
SUISUN CITY COUNCIL:

Mayor Alma Hernandez
Mayor Pro Tem Princess Washington
Councilmember Jenalee Dawson
Councilmember Amit Pal
Councilmember Marlon Osum

ORIGINAL ADOPTION:

July 30, 2019

AMENDED:

FEBRUARY 18, 2020
FEBRUARY 15, 2022
JULY 19, 2022
AUGUST 20, 2024

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SUISUN CITY COUNCIL NORMS & PROCEDURES
Table of Contents
Section 1. GENERAL....................................................................................................................................... 1

1.1 Purpose. ........................................................................................................................................ 1

1.2 Code of Conduct............................................................................................................................ 1

1.3 Overview of Council responsibilities. ............................................................................................ 1

1.4 Overview of City Manager responsibilities. .................................................................................. 3

1.5 Annual Review. ............................................................................................................................. 3

1.6 Ralph M. Brown Act. ..................................................................................................................... 3 SECTION 2. COUNCIL REORGANIZATION ...................................................................................................... 4

2.1 Mayor Pro Tem Selection Process. ............................................................................................... 4

2.2 Duties of the Mayor Pro Tem/Vice Mayor .................................................................................... 4

2.3 Appointment of a Council Vacancy. .............................................................................................. 4 SECTION 3. ADMINISTRATIVE MATTERS ....................................................................................................... 4

3.1 Attendance. ................................................................................................................................... 4

3.2 Correspondence. ........................................................................................................................... 4

3.3 Regional Boards, Committees and Ad Hocs .................................................................................. 5

3.4 Distribution of Information. .......................................................................................................... 5

3.5 Reimbursement............................................................................................................................. 6

3.6 Ethics and Sexual Harassment Prevention & Education Training. ................................................ 6

3.7 City Seal. ........................................................................................................................................ 6

3.8 Use of City Email and Social Media. .............................................................................................. 6

3.9 Compensation. .............................................................................................................................. 7 SECTION 4. COUNCIL RELATIONSHIP WITH STAFF ........................................................................................ 7

4.1 City Manager. ................................................................................................................................ 7

4.2 Agenda Item Questions. ................................................................................................................ 8

4.3 Individual Council Member’s Requests. ........................................................................................ 8 SECTION 5. PROCEDURES FOR APPOINTMENTS TO BOARDS/COMMISSIONS/COMMITTEES ..................... 8

5.1 Definitions of Various City Bodies, including Task Forces, Committees, Ad Hocs, Commissions, and Boards. ............................................................................................................................................... 8

5.2 Recruitment and Appointment Process. ....................................................................................... 9

5.3 Requirement for Appointment. .................................................................................................... 9

5.4 Council Notification. .................................................................................................................... 10 261

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5.5 Incumbents. ................................................................................................................................ 10

5.6 Attendance. ................................................................................................................................. 10

5.7 Norms and Procedures and Conflicts of Interest. ....................................................................... 10

5.8 Conflicts with Federal, State or Local Law. ................................................................................. 10 SECTION 6. MEETINGS ................................................................................................................................ 11

6.1 Open to Public. ............................................................................................................................ 11

6.2 Broadcasting of City Council Meetings. ...................................................................................... 11

6.3 Regular Meetings. ....................................................................................................................... 11

6.4 Cancelling Meetings. ................................................................................................................... 11

6.5 Special Meetings. ........................................................................................................................ 11

6.6 Closed Sessions. .......................................................................................................................... 12

6.7 Quorum. ...................................................................................................................................... 12

6.8 Minutes. ...................................................................................................................................... 12

6.9 Adjourned Meetings. .................................................................................................................. 12 SECTION 7. POSTING NOTICE AND AGENDA ............................................................................................... 12

7.1 Posting of Notice and Agenda. .................................................................................................... 12 SECTION 8. AGENDA CONTENTS ................................................................................................................. 13

8.1 Mayor’s Responsibility. ............................................................................................................... 13

8.2 Availability to the Public ad Description of Matters. .................................................................. 13

8.3 Limitation to Act Only on Items on the Agenda.......................................................................... 13

8.4 Order and Timing of Agenda – Regular Meeting. ....................................................................... 13

8.5 Order of Agenda – Special Meeting – Closed Session. ............................................................... 13

8.6 Change in Order of Business. ...................................................................................................... 13

8.7 Agenda Request Policy. ............................................................................................................... 14

8.8 Presentations. ............................................................................................................................. 14

8.9 Proclamations. ............................................................................................................................ 14 SECTION 9. PROCEDURES FOR THE CONDUCT OF PUBLIC MEETINGS ........................................................ 14

9.1 Rules of Order. ............................................................................................................................ 14

9.2 Appeal Procedures. ..................................................................................................................... 14

9.3 Applicants. ................................................................................................................................... 14

9.4 Staff and Consultant Reports. ..................................................................................................... 15

9.5 Public Comment. ......................................................................................................................... 15

9.6 Council Member Respect. ........................................................................................................... 15 SECTION 10. CLOSED SESSIONS .................................................................................................................. 15 262

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10.1 Purpose. ...................................................................................................................................... 15

10.2 Rule of Confidentiality. ............................................................................................................... 16

10.3 Breach of Rule of Confidentiality. ............................................................................................... 16

10.4 Agenda. ....................................................................................................................................... 16

10.5 Permissible Topics. ...................................................................................................................... 16

10.6 Rules of Decorum. ....................................................................................................................... 16

10.7 Conduct of Meeting. ................................................................................................................... 17

10.8 Public Disclosure After Final Action. ........................................................................................... 17 SECTION 11. DECORUM .............................................................................................................................. 17

11.1 Council Members. ....................................................................................................................... 17

11.2 City Employees. ........................................................................................................................... 17

11.3 Public. .......................................................................................................................................... 17

11.4 Noise in the Chambers. ............................................................................................................... 18

11.5 Removal. ..................................................................................................................................... 18

11.6 Dangerous Instruments. ............................................................................................................. 18 SECTION 12. ENFORCEMENT OF DECORUM ............................................................................................... 18 SECTION 13. PUBLIC RELATIONS ................................................................................................................. 18

13.1 City Spokesperson. ...................................................................................................................... 18

13.2 Press Release............................................................................................................................... 19 SECTION 14. MAYOR’S OFFICE .................................................................................................................... 19 SECTION 15. VIOLATIONS OF PROCEDURES ............................................................................................... 19

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SUISUN CITY COUNCIL

NORMS & PROCEDURES
Section 1. GENERAL

1.1 Purpose.

The purpose of these Norms and Procedures is to promote communication, understanding, fairness, and trust among the members of the City Council and staff concerning their roles, responsibilities, and expectations for management of the business of the City of Suisun City.

In the interest of promoting best practices in our local government as Municipal Legislators, this document will include operational procedures, policies, and practices.

1.2 Code of Conduct.

The residents and businesses of Suisun City are entitled to have a fair, ethical and accountable local government, which has earned the public’s full confidence for integrity. The effective function of our democratic government by law requires that:
• Our public officials, both elected and appointed, comply with both the letter and spirit of the laws and policies affecting the operations of government, • Our public officials will be independent, impartial and fair in their judgment and action, • We will ensure the public office be used for the public good, and not for personal gain, • Public deliberations and processes will be conducted openly, unless legally confidential, in an atmosphere of respect and civility, and
• Legally confidential discussions in closed sessions shall remain confidential to protect the City from liability and the processes of city governance.

In addition to the legal commitments noted above, the City of Suisun City Council agrees to the following governing norms:
• Be transparent and authentic; say what you mean and mean what you say. • Afford each council member the time and opportunity to share their interest, and refrain from dominating the discussion.
• Be cooperative and assume one another’s good intentions. • Work as a team on behalf of the community, and not as competitors. • Respect the Council / Manager form of government, including not directing staff. • Following a council vote, support the decision of the body. • No personal attacks or profanity.

1.3 Overview of Council responsibilities.

Suisun City is a California General Law city with a council/manager form of government. The City Council, which is elected directly by city voters, is assisted by a number of appointed and separately elected officials to provide services for City residents. The City Council has the following duties and responsibilities:
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(a) Appointment of the City Manager and City Attorney. The City Council shall appoint the City Manager and the City Attorney. The City Manager shall implement City Council policy and run day -to-day operations of Suisun City. The City Attorney shall provide legal advice and act as counsel to elected officials and city staff in adherence to all federal, state and local laws pertaining to city operations and public policy. There should be an annual review for the City Manager and the City Attorney.

The City Manager’s annual review shall follow closely the format included in the City Manager’s contract and include goals for the next period. Less formal evaluations may take place q uarterly or every six months a t the pleasure of the Council. A separate procedure will be established for this evaluation.

The City Attorney’s annual review shall be at a format proposed by the Mayor and agreed upon by the Council informally.

The Mayor at his/her discretion may annually create an ad hoc to oversee annual review process and prepare a summary evaluation.

(b) Establishment of boards, commissions, and committees (each a “City Body” and together “City Bodies”) and appointment of members. With the consent of the Council, the Mayor may establish City Bodies. Pursuant to Government Code Section 40605, an elected Mayor, as is the Suisun City Mayor, may make appointments of members to the City Bodies, with the approval of the City Council. The Mayor may, from time to time, cede this authority by resolution of the Council.

(c) Legislative decisions. The Council is the legislative body; its members are the community’s decision makers. Power is centralized in the elected City Council collectively and not in individual members of the Council. The City Council approves the budget and determines the public services. It focuses on the community’s goals, major projects and such long term considerations as community growth, financing and strategic planning. The City Council hires a professional City Manager to carry out administrative responsibilities and the City Council collectively supervises the City Manager’s performance.

(d) Legislative Advocacy. The City Council, as the governing body, should develop where possible, with or without the assistance of outside professionals, a state and federal legislative platform. This platform shall be the guiding principl es, which the City Council and City Manager use to advocate for the needs of Suisun City. From time to time, support or opposition letters or actions may be needed from the City, and often such action is required in short order, thereby preventing review by the full City Council. In such cases the following shall be the process:
i. When a letter or action is needed to request funding for Suisun City , the Mayor shall have the authority to sign such a letter or provide such direction.
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ii. If the letter or action is to support or oppose a specific state or federal action or legislation, the proposed Suisun City position must be taken to a smaller body, such as a legislative subcommittee of the City Council comprised of the Mayor and one other City Council Member. iii. The additional subcommittee member is appointed by the Mayor with the consent of the Council consent. This appointment shall be made in December of each year for the following 12 months.

1.4 Overview of City Manager responsibilities.

The City Manager is hired to serve the City Council and the community and to bring the benefits of education, training and experience in administering the City’s projects, programs, and public services on behalf of the City Council. The City Manager follow s the direction of the entire City Council and not individual members of the Council or the public, and serves at the sole discretion of the Council.

As the City’s Chief Executive Officer, the City Manager oversees:
• Department heads and department operations
• Budget development and fiscal management
• Policy implementation
• Personnel administration and human resources
• Labor relations
• Intergovernmental relations
• Service delivery
• Elected official support
• A variety of special projects and assignments

The City Manager appoints, removes, promotes, and demotes any and all officers and employees of the city except the City Clerk, City Attorney, and City Treasurer. Appointment, removal, promotion, or demotion of department heads shall requi re prior approval of the City Council. (Ord § 2.08.110)

Among the chief duties, the City Manager will implement the Council’s policies, projects, programs, and public services in an effective and efficient manner, providing professional advice on policy matters, intergovernmental affairs, economic development, and environmental issues.

1.5 Annual Review.

The City Council shall conduct a review of this document annually within three months prior to the start of a new fiscal year, or whenever Council deems necessary, to assist Council Members in being more productive in management of the business of the City.

1.6 Ralph M. Brown Act.

All conduct of each City Body, as well as Task Forces and Ad Hocs shall be in full compliance with the Ralph M. Brown Act.
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SECTION 2. COUNCIL REORGANIZATION

2.1 Mayor Pro Tem Selection Process.

In December of each year, the Mayor shall select and appoint a Mayor Pro Tem, with consent of the City Council, from among the members of the Council. Selection and appointment shall be at the first meeting of a new term following each General Municipal Election or at the first meeting in December during non-election years. For all intents and purposes, the title Mayor Pro Tem and Vice Mayor are used interchangeably. The term of the appointment shall be for a 12 -month period commencing on January 1 st of each year, unless otherwise provided for by majority vote of the Council.

2.2 Duties of the Mayor Pro Tem/Vice Mayor
The Vice Mayor remains as one member of the City Council and has no rights or authority different from any other member of the Council. The Vice Mayor is the designated individual to represent the Mayor and perform any duties as required when the Mayor is unavailable. If the Mayor will be unavailable for an extended period of time, the Mayor shall provide notification to the Vice Mayor, City Manager, and City Clerk, in addition to outlining any additional duties.

2.3 Appointment of a Council Vacancy.

In the event of a vacancy of office or the death or resignation of any Council Member, the Mayor shall appoint a new Council Member, with the consent of the Council, within sixty (60) days after a vacancy or death or resignation becomes effective in complianc e with the California Elections Code, unless the Council, by resolution, decides to instead call a special election. In the event of appointment, the Mayor, with the consent of the Council, shall determine by resolution the process for appointment prior to the application process and in accordance with State law.

SECTION 3. ADMINISTRATIVE MATTERS

3.1 Attendance.

City Council Members acknowledge that attendance at lawful meetings of the City Council is part of their official duty. Council Members shall make a good faith effort to attend all such meetings unless unable. Council Members will notify the Mayor, City Manager, and City Clerk, if they will be absent from a meeting.

Pursuant to Government Code Section 36513, “if a city councilmember is absent w ithout permission from all regular city council meetings for 60 days consecutively from the last regular meeting he or she attended, his or her office becomes vacant and shall be filled as any other vacancy.”

3.2 Correspondence.

With some exceptions, pro posed correspondence (including electronic) from individual Council Members/Mayor on City stationery shall be reviewed by the Council in draft form prior to release.

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The City will provide stationary designated as “The Office of” for each member of the Co uncil to use for correspondence as it relates to each Council Member’s elected position (e.g., thank you notes, letters of recommendation, direct communication to residents or businesses, etc.). This letterhead will have the same information as provided on their business card. Any views expressed in this correspondence (including electronic) are solely the Council Member’s own and do not represent the views of the City or the Council.

E-mails fro m Council Members should be respectful and professional. This form of correspondence is a public record subject to disclosure under the California Public Records Act.

3.3 Regional Boards, Committees and Ad Hocs
The role of the Council on regional boards will vary depending on the nature of the appointment.

Representing the interests of Suisun City is appropriate on some boards; this is generally the case when other local governments have their own representation. The positions taken by the appointed representatives are to be in alignment with the positions that the Council has taken on issues that directly impact Suisun City. If an issue should arise that is specific to Suisun City and the Council has not taken a position, the issue should be discussed by the Council prior to taking a formal position at a regional board meeting, to assure that it is in alignment with a majority of the Council’s position.

Council representatives to such various boards shall keep the Council informed of ongoing business through written reports to the Council during properly posted Council meetings. City Council Members shall report to the Mayor and City Manager, through a n electronic means created and provided to the City Council members , any updates to the City Council and public, related to work as lia isons on Regional Boards, Commissions, Committees, or Ad Hoc Committees. These updates must be completed by 5pm PST, the Wednesday before each City Council meeting. There may be weeks when no update is necessary , which should be noted in the document.

Council Members shall make a good faith effort to attend all regional meetings to which they are assigned. Attendance should not be less than 75% of all annual scheduled meetings and all absences should be reported to the Mayor. If a Council Member is unable to attend, the Council Member shall notify his/her alternate as far in advance of the meeting as possible so as to allow the alternate to attend.

A list of these assignments is maintained by the Deputy City Clerk and will be distributed to the Council when updated.

3.4 Distribution of Information.

It is essential that every member of the City Council have the same information from which to form decisions and actions. Any information distributed to one Council Member shall also be distributed to all Council Members.

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the City. The City Manager will make every effort to disseminate this information to the remaining members of the Council prior to the next City Council meeting or before the information becomes public, whether through the City Manager Weekly Update or at the City Manager’s meetings with individual Council Members.

3.5 Reimbursement.

Every effort shall be made to limit the need to reimburse Council Members for expenses. City Council Members may be reimbursed for personal expenses for travel to and lodging at conferences or meetings related to their role as a Council Member. The reimbur sement of expenses is limited in the following manner: Members shall be reimbursed subject to the Administrative Directive related to travel expense (AD1.) Any additional expenses that fall outside the scope of this policy may be reimbursed only if approve d by the City Council, at a public meeting, before the expenses are incurred. Any request for reimbursement of expenses shall be accompanied by an expense form and receipts documenting the expenditure. These documents are public records subject to disclosure under the California Public Records Act.

3.6 Ethics and Sexual Harassment Prevention & Education Training.

Any member of the City Council or another City Body, Task Force or Ad Hoc formed by the City Council, shall receive at least two hours of ethics training in general ethics principles and ethics laws relevant to his/her public service every two years, as mandated by AB 1234, and at least two hours of sexual harassment prevention training, as mandated by AB 1661. New members must receive this traini ng within their first year of service for ethics and six months for sexual harassment prevention training and education, and file a certificate of completion with the Deputy City Clerk. Members shall attend training sessions that are offered through the League of California Cities or locally in the immediate vicinity of Solano County, or by completing online a state-approved public service ethics education program.

An individual who serves on multiple legislative bodies need only receive two hours of each training every two years to satisfy this requirement for all applicable public service positions. If the City offers either course, the City will use a course that has been reviewed and approved by the Fair Political Practices Commission and the California Secretary of State.

The Deputy City Clerk is required to keep ethics training records for five years to document and prove that these continuing education requirements have been satisfied. These documents are public records subject to disclosure under the California Public Records Act.

3.7 City Seal.

The City Seal is an important symbol of Suisun City. No change to the City Seal shall be made without Council approval. Individual Council Members shall be careful in use of the City Seal so as not to create an appearance that the Council Member is acting on behalf of or with official endorsement of Suisun City.

3.8 Use of City Email and Social Media.

Except for emergencies, public officials who are not City employees (“public officials”) conducting City business should not create any “public record” (as that term is defined in California 269

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Government Code Section 6253(e)) by using any email account that is not a City email account, or by usin g any non -City-controlled social media account. Instead, public officials should use a City email or City-controlled social media account for City business.

Nothing in this policy is intended to limit a public official’s use of private email and social m edia accounts for non-City business such as personal communications and campaign related activities.

For purposes of this policy “City-controlled social media account” is an account on a social media platform (e.g. Facebook, Instagram, Twitter) that is c reated and used by the City (e.g. the City’s official Facebook page, if any).

Use of City Electronic Devices. In general, when creating or modifying public records in the conduct of City business on an electronic device that can create and modify public records (e.g. computers, mobile phones, tablets), public officials should only use City-issued devices. However, public officials may use non-City electronic devices to access an official City account, such as City email and City-controlled social media accounts.

Exception: If using a City electronic device is clearly impractical or if a public official has not been issued or does not have in the public official’s possession a City electronic device, a public official may use a non-City device, but only if a copy of each affected public record is contemporaneously copied to a City account of that same public official, or to the related City-controlled social media account, or a hard copy is provided to the City for retention in City records.

Texting Only on City Devices. Except for emergencies or when communicating with the City Attorney’s Office, public officials conducting City business shall not send or receive texts on any device other than a City owned device. In an emergency, a public official may use a non -City device to text, but only if a copy of any public record that is created as a result is contemporaneously copied to a City account of that same public official, or a hard copy is provided to the City for retention in City records.

3.9 Compensation.

Council members are compensated in accordance with California Government Code Sections 36516 and 36516.5. The amount is memorialized in the City’s Municipal Code.

SECTION 4. COUNCIL RELATIONSHIP WITH STAFF

Suisun City is a Council/ Manager form of government. The Council establishes policy and the City Manager and their staff implement that policy. To effectively govern and maintain a healthy and productive relationship between City Council and all City Staff, the Council and staff alike must respect and abide by the roles and responsibilities of each and commit to work through the City Manager.

4.1 City Manager.

The City Manager serves as the City’s chief executive officer. They implement Council policy, provide professional recommendations and guidance to the Council, direct, supervise and 270

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manage all City staff, and manage day -to-day operations. The City Manager may delegate this responsibility to Department Heads, at their discretion.

City Council Members are always free to go to the City Manager to discuss City business. Issues concerning the performance of a department or any employee must be directed to the City Manager. The City Manager will be responsible for communicating with all Council Members.

4.2 Agenda Item Questions.

Council members are to work through the City Manager or City Attorney on all issues, concerns and questions. If a Council Member has a question on an agenda item, the Council Member should contact the City Manager, if at all possible, prior to any meeting at which the item may be discussed, to allow the City Manager and their staff time to provide the most complete a nswer to the Council Member’s question. This does not restrict Council Members from asking questions during a Council meeting.

4.3 Individual Council Member’s Requests.

Council Members shall make their requests for information to the City Manager or to a Department Head including the City Manager, to respond to an individual Council Member’s request for any purpose or information..

SECTION 5. PROCEDURES FOR APPOINTMENTS TO

BOARDS/COMMISSIONS/COMMITTEES

5.1 Definitions of Various City Bodies, including Task Forces, Committees, Ad Hocs, Commissions, and Boards.
(a) Task Force: A temporary grouping of individuals and resources for the accomplishment of a specific objective.

(b) Committee: A group of people officially delegated to perform a function, su ch as investigating, considering reporting, or acting on a matter.

(c) Ad Hoc: Committees established for a specific purpose. Formed for or concerned with one specific purpose (e.g. ad hoc compensation committee); for the particular end or case at hand witho ut consideration of wider application; formed or used for specific or immediate problems or needs; often improvised or impromptu; contrived purely for the purpose in hand rather than carefully planned in advance.

(d) Commission: A group of people officially authorized to perform certain duties or functions with certain powers or authority granted ; the act of granting certain powers or the authority to carry out a particular task or duty; the rank and powers so conferred.

(e) Board: A group of persons having managerial, supervisory, or advisory powers . In parliamentary law, a board is a form of deliberative assembly and is distinct from a committee, which is usually subordinate to a board or other deliberative assembly – in having greater autonomy and authority.
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5.2 Recruitment and Appointment Process.
(a) On or before December 31 st of each year, the Deputy City Clerk shall prepare and post a list of all Council-appointed terms of City Bodies that expire during the next calendar year in compliance with Government Code Section 54972.
(b) The Deputy City Clerk shall annually advertise for applicants wishing to be considered for appointment to a City Body . All persons seeking appointment to a City Body must complete and submit an application form to the Deputy City Clerk. (c) Annually and i f an unscheduled vacancy occurs on a City Body during the year, the following steps should be taken to publicize the vacancy and fill the position:

1. Public announcement of the vacancy at a Council meeting.

2. Newspaper advertisement announcing the vacancy.

3. A recruitment period of at least ten (10) days.

4. A vacancy notice posted at City Hall, the Nelson Center, and on the City’s website for at least 20 days.

5. Announcements in the local media, such a press releases , online news outlets and free weekly sales papers.

6. Distribution to appropriate professional and community organizations and all groups that have requested notification.

(d) Although there may be multiple applicants, the Mayor is not required to choose from the pool of applicants and may nominate their own appointee, provided the appointee qualifies. This applies to individual Council Members where the Mayor has ceded their authority.

(e) All persons seeking appointment to a City board, commission or committee shall complete and submit an application form to the City Clerk as set forth in Section 5.6.

Applications shall be kept on file for two years in the City Clerk’s office and vacancies may be considered from the applications on file, as well as new applications.

(f) If a vacancy occurs outside of the annual recruitment cycle, the Mayor may appoint from the existing applications already on file if there is more than four (4) months remaining on the vacant seat. If there are less than four month remaining, the Mayor can elect not to fill that seat and wait for the annual recruitment process, unless there is an urgent reason to appointment immediately such as need for a quorum. The Mayor may also request that a midyear recruitment be conducted to fill the vacancy if needed.

5.3 Requirement for Appointment.
(a) All persons appointed to City Bodies, task forces or ad hocs shall be residents of Suisun City or be a majority owner of a business located in Suisun City at the time of their appointment and shall remain so througho ut their term of appointment. Should any person so appointed move from the City or no longer hold majority ownership of a business located within Suisun City during their term of office, such o ffice shall be forfeited.
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(b) Except as provided by state or loca l statute, the appointee shall not be a current City employee or currently appointed to another City Body.

5.4 Council Notification.

By October 1 of each year, the Deputy City Clerk will notify the Mayor of expiring terms for members of those City Bodies.

5.5 Incumbents.
(a) At the end of the first term, the incumbent City Body member may, at the discretion of the Mayor, be reappointed for an additional term without the need to apply or interview for re-appointment. In lieu of an application, the member shall submit to the Deputy City Clerk a letter or email expressing interest in re -appointment 60 days prior to the expiration of the member’s first term.

(b) Any incumbent interested in re -appointment who has served two or more terms must apply for reappointment as set forth in Section 5.2.

5.6 Attendance.
(a) Members of City Bodies are expected to regularly attend and participate on their respective City Body.

(b) All absences should be reported to the Mayor and Deputy City Clerk in advance of missing the meeting.

(c) A board, commission or committee member whose attendance is less than seventy-five percent (75%) of the required meetings over a period of a year may be subject to removal at the discretion of the Mayor. Council will be notified of any actions taken.

5.7 Norms and Procedures and Conflicts of Interest.
(a) All City Body members shall be expected to adhere to the Council Norms and Procedures.

(b) All City Body members shall comply with all state and local laws with respect to ethics and conflicts of interests to the extent that such laws apply to their position, including state and local requirements to timely file Statements of Economic Disclosure if the member is designated as a filer by state law or by the City’s Conflict of Interest Code.

5.8 Conflicts with Federal, State or Local Law.

In case of a conflict between this section of the Norms and Procedure policy with federal, state or local law, such federal, state or local law shall be the controlling factor. 273

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SECTION 6. MEETINGS

6.1 Open to Public.

All meetings of the City Council whether regular, special, or study sessions, shall be open to the public, unless a closed session is held as authorized by law. All meetings shall be noticed as required to allow action to be taken by the Council.

6.2 Broadcasting of City Council Meetings.

All regular Council meetings shall be scheduled in the Council Chambers to allow for web streaming, unless the number of participants exceeds room capacity. The final decision shall be the responsibility of the Mayor.

6.3 Regular Meetings.

At the first regular meeting in January, the City Council will approve the schedule of meetings for the calendar year, which in addition to the regular meeting schedule, may include the cancellation of regular meetings and the addit ion of special meetings and study sessions. This practice does not, however, preclude the Mayor from calling additional meetings pursuant to Section 6.5, if necessary.

The City Council shall convene its regular City Council meetings at 6:30 p.m. on the first and third Tuesday of each month. However, each Tuesday is a regular meeting day if necessary to carry out the business of the city and Council members should be prepared to meet on any Tuesday evening.

The City Council hopes to conclude its public business at Regular Meetings by 10:00 p.m. Before an item can be taken up past 10:00 p.m., a vote must occur to continue the meeting. The meeting will only continue if a super majority of the City Council approves such an action. If the decision is to not continue, all remaining agenda items will be moved to the next regular City Council meeting.

6.4 Cancelling Meetings.

Pursuant to Government Code Section 36805, City Council shall hold a Regular Meeting at least once each month. Outside of this provision, the Mayor may cancel no more than four (4) Regular Meetings at his/her discretion no less than 7 days before the planned meeting. The Mayor may cancel a meeting at any time in the case of an emergency or when a majority of members have confirmed their unavailability to attend a meeting.

6.5 Special Meetings.

A special meeting may be called at any time by the Mayor or by a majority of the City Council in accordance with the Brown Act. Written notice of any such meeting must specify the purpose of the meeting. Notice of the meeting must be given in accordance wi th law. Public comments at special meetings shall be limited to only those items described on the special meeting notice/agenda.

The City Council may hold study sessions or joint meetings with other City Bodies or agencies as deemed necessary to resolve City business. These meetings will be coordinated by the Deputy 274

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City Clerk. Study sessions are scheduled to provide Council Members the opportunity to better understand a particular item. While Council may legally take action at any noticed meeting, generally no formal action is taken at study sessions. If action is to be taken at a study session, then the agenda will state that action may be taken.

b) In order for three Council Members to call a closed session the following procedure shall be followed. A Council Member shall email or call a meeting with the City Manager or the City Attorney outlining the desire and reason a closed session should be called. The City Manager or City Attorney will interview other Council M embers as to their desire to hold such a closed session. If two other Council Members agree that a closed session is warranted, a closed session will be agendized as soon as practicable at a date and time acceptable to the Council Members requesting the closed session.

6.7 Quorum.

Three (3) members of the City Council shall constitute a quorum and shall be sufficient to transact business. If fewer than three Council Members appear at a regular meeting, the Mayor, Vice Mayor in the absence of the Mayor, any Council Member in the absence of the Mayor and Vice Mayor, or in the absence of all Council Members, the City Clerk or Deputy City Clerk, shall adjourn the meeting to a stated day and hour.

6.8 Minutes.

The City Clerk shall prep are minutes of all public meetings of the City Council. Electronic copies will be distributed to the Council for review prior to being placed on the City Council agenda for approval.

6.9 Adjourned Meetings.

The City Council may adjourn any regular, adjo urned regular, special, or closed session meeting to a time and place specified in the order of adjournment and permitted by law.

SECTION 7. POSTING NOTICE AND AGENDA

7.1 Posting of Notice and Agenda.

For every regular, special, or study session meetin g, the City Clerk or other authorized person shall post a notice of the meeting, specifying the time and place at which the meeting will be held, and an agenda containing a brief description of all items of business to be discussed at the meeting. This not ice and agenda may be combined in a single document. Posting is to be according to law.
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SECTION 8. AGENDA CONTENTS

8.1 Mayor’s Responsibility.

The Mayor is responsible for running a timely and orderly meeting. If the Mayor is unavailable to run a Council meeting, the Vice Mayor shall run the meeting. The Mayor, in consultation with the City Manager or his/her designee, shall organize the agenda and agenda forecast. The agenda forecast will be distributed with the City Manager’s report.

8.2 Availability to the Public ad Description of Matters.

The agenda for any regular, special, or study session meeting of the City Council shall be made available to the general public and all items of business to be discussed at a meeting of the City Council shall be briefly described on the agenda in accordance with the Ralph M. Brown Act.

8.3 Limitation to Act Only on Items on the Agenda.

No action shall be taken by the City Council on any item not on the posted agenda, subject only to the exceptions listed below:

(a) Upon a majority determination that an “emergency situation” (as defined by State Law) exists; or

(b) Upon determination by a 4/5 vote of the full City Council, or a unanimous vote if less than a full Council, that there is a need to take i mmediate action and that the need to take the action came to the attention of the City Council subsequent to posting of the agenda.

8.4 Order and Timing of Agenda – Regular Meeting.

The prescribed order of the agenda for Regular Meetings of the Council w ill be as follows: Roll Call, Public Comment if a Closed Session is scheduled, Closed Session, Adjourn to Open Session, Pledge of Allegiance, Invocation , Conflict of Interest Notification s, Closed Session Announcement, if any, Informational Reports (City M anager/City Attorney ), Presentations/ Appointments, Public Comments on Items not on the Agenda , Council Comment, Consent Calendar, Public Hearings, General Business Items, Non-presented Reports, and Adjournment.

The Mayor may "time" the agenda in a way that suggests how much time should be committed to any item such that the meeting may end at the established time.

8.5 Order of Agenda – Special Meeting – Closed Session.

The prescribed order of the agenda for a Special Meeting – Closed Session of the Council will be as follows: Roll Call, Public Comment, Conflict of Interest Notification s, Closed Session, Closed Session Announcement if any, and Adjournment.

8.6 Change in Order of Business.

The Mayor may decide to take matters listed on the agenda out of the prescribed order. Council Members shall be given the opportunity to ask questions about Consent Items for clarification without having them removed.

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8.7 Agenda Request Policy.

Requests for placement of items on the agenda can be submitted to the Mayor or City Manager at any time. The Mayor and City Manager will review the request and determine appropriate timing to bring the item forth.

Also, any member of the Council may request that a n item be placed on a future agenda by indicating their desire to do so under th e Council Member Report portion of the City Council agenda. The request will require the consensus of the Council to have the item brought back at a certain time versus at the pleasure of the Mayor or City Manager.

8.8 Presentations.

Presentations are put on the agenda with concurrence of the Mayor or City Manager. The Mayor or City Manager will use their best judgment on scheduling presentations and recognitions. Time limits shall normally be 5 minutes. Presentations may be extended by special circumstances as needed. Exceptions can be made at the Mayor’s discretion.

8.9 Proclamations.

Requests for proclamations can be submitted to the Mayor at any time. Proclamations or Special Recognition are created at the Mayor’s full discretion.

The agenda will include Proclamations presented during the council meetings and a list provided of those for information purposes or presented outside of the meeting.

SECTION 9. PROCEDURES FOR THE CONDUCT OF PUBLIC MEETINGS

9.1 Rules of Order.

Rosenberg’s Rules of Order , Revised 2011, govern all City Council Meetings . These Rules clearly and concisely set forth the important role of the chair (i.e., the Mayor) during a meeting; the process for making and voting on motions; the three standard motions, including the basic motion, the motion to amend, and the substitute motion; the process of debate; other procedural motions, including motions to limit debate, motions to table, and motions to adjourn.

All City Council Members are encouraged to review and familiarize themselves with the details contained in this seven-page document. A copy of Rosenberg’s Rules of Order is attached hereto and available on the City’s website.

9.2 Appeal Procedures.

Appellants shall be given the opportunity to speak first. Appellants and applicants responding to appeals may be given a total of up to 10 minutes each to present their positions to the City Council prior to hearing public comments. Appellants shall be given up to 5 minutes of rebuttal time after public comments are heard.

9.3 Applicants.

Persons bringing to the City Council a request for approval shall be given a total of up to 10 minutes to present their positions/input prior to hearing public comments. An extension can only 277

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be granted by consent of a majority of the Council Members. Applicants shall be given up to 5 minutes of rebuttal time after public comments are heard.

9.4 Staff and Consultant Reports.

In general, staff and consultant reports should be clear, brief and concise. Staff is to assume that the Council has read all materials submitted. Council shall be given an opportunity to ask questions of staff prior to hearing public comments.

9.5 Public Comment.
(a) Persons present at meetings of the City Council , either in -person or participating remotely, may comment on individual items on the agenda at the time the items are scheduled to be heard. During Regular City Council meetings, comments may be off ered on items not on the agenda under that portion of the agenda identified for Public Comment.

(b) The limit for speakers will be up to 3 minutes, depending on the number of speakers.

Speakers are not allowed to delegate their time to another speaker. The Mayor may limit the time to be spent on an item and may continue the item, with the approval of the majority of the Council, to a future meeting at his/her discretion.

(c) Upon addressing the Council, each speaker is requested, but not required, to first stat e his/her name, whom they represent and/or city of residence.

(d) After the speaker has completed their remarks, the Mayor may direct the City Manager or City Attorney to briefly address the issues brought forth by the speaker. Council Members shall be respe ctful of the speakers and shall not enter into a debate with any member of the public nor discuss amongst themselves.

(e) All Council Members shall listen to all public discussion as part of the Council’s community responsibility. Individual Council Members should remain open-minded to informational comments made by the public.

(f) The Mayor has the right to ask a member of the public to step down if over the allotted time or if the speaker’s comments are not within the city’s jurisdiction.

9.6 Council Member Respect.

At all times, Council Members in the minority on an issue shall respect the decision and authority of the majority.

SECTION 10. CLOSED SESSIONS

10.1 Purpose.

It is the policy of the City Council to conduct its business in public to the greatest extent possible.

However, state law recognizes that, in certain circumstances, public discussion could potentially jeopardize the public interest, compromise the City’s position, and could cost the taxpayers of 278

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Suisun City financially. Therefore, closed sessions shall be held from time to time as allowed by law. The procedures for the conduct of these meetings shall be the same as for public meetings, except that the public will be excluded.

Prior to convening the closed session meeting, the Mayor shall publicly announce the closed session items and ask for public input regarding any items on the closed session agenda.

Pursuant to California Government Code Section 549 63, City Council Members shall keep all written materials and verbal information provided to them in closed session in complete confidence to insure that the City’s position is not compromised. No mention of information in these materials shall be made to anyone other than Council Members, the City Attorney or City Manager, except where authorized by a majority of the City Council.

10.2 Rule of Confidentiality.

The City Council recognizes that breaches in confidentiality can severely prejudice the City’s position in litigation, labor relations and real estate negotiations. Further, breaches of confidentiality can create a climate of distrust among Council Members and can harm the Council’s ability to communicate openly in closed sessions, thereby impairing the Council’s ability to perform its official duties.

The City Council further recognizes that confidentiality of discussions and documents are at the core of a closed session. Confidentiality is essential if the closed session is to serve its purpose.

Therefore, the City Council will adhere to a strict policy of confidentiality for closed sessions.

10.3 Breach of Rule of Confidentiality.

No person who attends a closed session may disclose any statements, discussions, or documents used in a closed sess ion except where specifically authorized by State law. Any authorized disclosure shall be in strict compliance with these rules and the Ralph M. Brown Act. Violation of this rule shall be considered a breach of this rule of confidentiality.

10.4 Agenda.

The City Council agenda will contain a brief general description of the items to be discussed at the closed session, as required by law.

10.5 Permissible Topics.

All closed sessions will be held in strict compliance with the Ralph M. Brown Act. The City Attorney, or their designee, will advise in advance on topics that may be discussed in a closed session.

10.6 Rules of Decorum.

The same high standard of respect and decorum as apply to public meetings shall apply to closed sessions. There shall be courtesy, respect and tolerance for all viewpoints and for the right of Council Members to disagree. Council Members shall strive to make each other feel comfortable and safe to express their points of view. All Council Members have the right to insist upon strict adherence to this rule.
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(a) The Mayor shall keep the discussion moving forward so that debate and discussion can occur in the time allotted for the closed session. The Mayor will determine the order of debate in a fair manner.

10.7 Conduct of Meeting.
(a) The Mayor will call the closed session to order promptly at its scheduled time.

(b) The use of handouts and visual aids such as charts is encouraged to focus debate and promote understanding of the topic. All such materials are strictly confidential.

(c) If the City Council in closed session has provided direction to City staff on proposed terms and conditions for any type of negotiations, whether it be related to property acquisitions or disposal, a proposed or pending claim or litigation, or employee negotiations, all contact with the other party will be through the designated City person(s) representing the City in the handling of the matter. A Council Member not so designated by the Council will not under any circumstances have any contact or discus sion with the other party or its representative concerning the matter which was discussed in the closed session, and will not communicate any discussions conducted in closed session to such party.

10.8 Public Disclosure After Final Action.

The Ralph M. Brown Act requires that, as a body, the City Council make certain public disclosure of closed session decisions when those actions have become final. Accordingly, the City Council [should this be the City Attorney?] shall publicly report any final action t aken in closed session, and the vote, including abstentions, at a publicly noticed meeting.

The report may be oral or written. The report will state only the action taken and the vote.

Except for the action taken and the vote, all closed session discussions will remain confidential.

SECTION 11. DECORUM

11.1 Council Members.

Members of the City Council value and recognize the importance of the trust invested in them by the public to accomplish the business of the City. Council Members shall accord the ut most courtesy to each other, City employees, and the public appearing before the City Council. The City Manager or his/her designee shall act as the sergeant-at-arms.

11.2 City Employees.

Members of the City staff shall observe the same rules of order and decorum applicable to the City Council. City staff shall act at all times in a business and professional manner towards Council Members and members of the public.

11.3 Public.

Members of the public attending City Council meetings shall observe the same rules of order and decorum applicable to the City Council. These Norms and Procedures shall apply to all City Council Meetings.
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11.4 Noise in the Chambers.

Noise emanating from the audience, whether expressing opposition or support within the Council Chambers or lobby area, which disrupts City Council meetings, shall not be permitted. All cell phones and other electronic devices shall be muted while in the chambers. Refusal is grounds for removal.

11.5 Removal.

Any member of the public making personal, impertinent, and/or slanderous or profane remarks, or who becomes boisterous or belligerent while addressing the City Council, staff or general public, or while attending the City Council meeting and refuses to come to order at the direction of the Mayor/Presiding Officer, shall be removed from the Council Chambers by the Police Chief, or his/her designee, and may be barred from further attendance before t he Council during that meeting.

Unauthorized remarks from the audience, stamping of feet, whistles, yells, and similar demonstrations shall not be permitted by the Mayor/Presiding Officer. The Mayor/Presiding Officer may direct the Police Chief, or their designee, to remove such offenders from the room.

11.6 Dangerous Instruments.

No person may enter the chambers of a legislative body, as defined in Government Code Section 54852 or any place were such legislative body is in session, with any firearm, weapon, or explosive device of any nature. The provisions of this section shall not apply to authorized peace officers or to those persons authorized by the Penal Code of the State to carry such weapons.

SECTION 12. ENFORCEMENT OF DECORUM

In extreme cases, such as when a meeting is willfully interrupted by a group or groups of persons so as to render the orderly conduct of such meeting unfeasible and order cannot be restored by the removal of individuals as provided for herein, the Mayor/Presiding Officer may order the meeting room cleared an d continue in session. Only matters appearing on the agenda may be considered in such a session.

Duly accredited representatives of the press or other news media, except those participating in the disturbance, shall be allowed to attend any session held pursuant to this Section. Nothing in this Section shall prohibit the City Council from establishing a procedure for readmitting an individual or individuals not responsible for willfully disturbing the orderly conduct of the meeting.

SECTION 13. PUBLIC RELATIONS

13.1 City Spokesperson.

The Mayor will serve as the general spokesperson for the City. When Council has not taken a position on an issue, neither the Mayor nor any Council Member will speak on behalf of the 281

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Council. In these situations, the Mayor or Council Member will use a phrase such as, “Council has not taken an official position, personally I think…”

13.2 Press Release.

Any proposed Press Release may only use the City Seal and picture of the Council Member issuing such release if the subject matter pertains to official government business of Suisun City.

The group picture of the Council may only be used on a Press Release if the release is being issued on behalf of the entire Council.

SECTION 14. MAYOR’S OFFICE

The opportunity to meet with a member of the public is an honor. It also creates an opportunity for our citizens to know that their elected officials are willing to listen and willing to act. There is a place for meeting over coffee or food, as some discussions are best had when “breaking bread.” However, some discussions should happen in a professional environment, free from distractions allowing for private discussion.

To help facilitate meetings with members of the public as a Council Member, the Mayor’s office is listed as a Resource Room in Outlook for advance scheduling.

Reach out to the Deputy City Clerk if you have questions regarding scheduling.

SECTION 15. VIOLATIONS OF PROCEDURES

Nothing in these Norms and Procedures shall invalidate a properly noticed and acted upon action of the City Council in accordance with State Law.

This document shall remain in effect until modified by resolution of the City Council.

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AGENDA ITEM NO. 21.

AGENDA TRANSMITTAL

MEETING DATE:

August 20, 2024

AGENDA ITEM:

Council Adoption of Resolution No. 2024-___: Approval of and Authorization for the City Manager to Execute an Agreement with the Hinderliter De Llamas & Associates (HDL Companies) for Business License Administrative Services and Transient Occupancy Tax Services.

FISCAL IMPACT:

Approval of this professional services agreement will have minimal fiscal impact on the General Fund because the existing cost of managing the Business License will be replaced by this agreement . The current software (about $6,700/year) and the staff time will offset the cost. The estimated first year annual cost of new agreement is $26,600 including the implementation cost. Per the attached proposal, cost break-down is as follows:

Service
Fees
Business License Tax Administration (including
discovery/audits)
$18.00/processed account + CPI
Business License Tax Discovery
40% of Revenues Collected
Business License Tax Audit
40% of Revenues Collected
Transient Occupancy Tax Administration (Includes
Audits)
$900.00/property/year + CPI
Implementation Fee
$5,000 - One-time Fee

STRATEGIC PLAN:

Provide Good Governance, Section 4.1 – Review and update required planning and financial documents as needed. Ensure Fiscal Solvency.

BACKGROUND:

Currently, the City operates its business license process through internal staff. This process requires significant staff time during various periods throughout the year, inclusive of maintaining the administrative record through a business license software program, significant manual entries/forms, and receiving and reconciling payments through in person credit card payments or checks. This process has not taken advantage of the changes in technology nor benefited the time impact to the limited City staff. Currently, the City has over 1,100 business licenses to manage and a limited way to address delinquencies or enforce businesses that may require a business license but not obtain one. The agreement with HdL companies addresses all of the above items.

STAFF REPORT:

The City continues to look for ways to not only improve efficiency but sustainably maintain service delivery. The City currently has over 1,100 business licenses. This function is handled through a combination of finance and general administrative staff. Although a software system is used to log and track the business licenses, the process itself is manual, and the enforcement of delinquent or non-compliant businesses can impact staff’s other work. Additionally, with the limited staffing, there can be lags in processing, inconsistency in approach, and delays in service overall. HdL Companies offers a full business license administration service that will remove this function from City staff. City staff would transition to contract administration for this service, and the Finance Department staff would primarily address the monthly payment file from HdL Companies. This contract will free up significant time for general staff including Code Enforcement. 283

STAFF RECOMMENDATION:

Staff recommends that the Council:

Approve and Adopt Resolution No. 2024-XX
Approval of and Authorization for the City Manager to Execute an Agreement with HDL Companies for Business License Administrative Services and Transient Occupancy Tax Services.

Authorize the City Manager to execute all necessary documents.

DOCUMENTS ATTACHED:
1 .

Resolution No. 2024-___: Approving and Authorizing HDL Business License 2 .

Agreement for Professional Services
3 .

HDL Companies Proposal
4 .

HDL Presentation

PREPARED BY:

Lakhwinder Deol, Finance Director
REVIEWED BY:

Lakhwinder Deol, Finance Director
APPROVED BY:

Bret Prebula, City Manager

ATTACHMENTS:

1. Resolution Approving and Authorizing HDL Business License.docx

2. Agreement for Professional Services - HDL

3. HDL Companies Proposal.pdf

4. HDL Presentation.pdf
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RESOLUTION NO. 2024-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SUISUN CITY

APPROVAL OF AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN

AGREEMENT WITH THE HINDERLITER DE LLAMAS & ASSOCIATES (HDL

COMPANIES) FOR BUSINESS LICENSE ADMINISTRATIVE SERVICES AND

TRANSIENT OCCUPANCY TAX SERVICES
WHEREAS, the City Finance Department desire to enter an agreement with HDL Companies to manage the Business License Administrative Services and Transient Occupancy Tax Services; and
WHEREAS, the proposed professional services will make the City Business License Administration services more efficient, and
WHEREAS, the proposed professional services will improve process for delinquent accounts and will improve revenue by discovery and audits, and WHEREAS, the proposed system will increase departmental capabilities and allows staff to work on other projects without interrupting Business License Administrative services, and
NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the City Manager, to Execute an Agreement with the HDL Companies for Business License Administrative Services and Transient Occupancy Tax Services.

PASSED AND ADOPTED at a Regular Meeting of said City Council of the City of Suisun City duly held on Tuesday, the 20th day of August 2024, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

WITNESS my hand and the seal of said City this 20th day of August 2024.

Anita Skinner
City Clerk
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AGREEMENT FOR PROFESSIONAL SERVICES

THIS AGREEMENT (this “Agreement”) is entered into as of ______________, 2024 (the “Agreement Date”) by and between Hinderliter De Llamas & Associates (“Consultant”), and City of Suisun (“Client”), which is located within the state of California (the “State”).

W I T N E S S E T H:

WHEREAS, Consultant is engaged in the business of providing consulting, software and other services that help public agencies understand and maximize their collection of revenues, as well as their delivery of other public services (collectively, “Consultant’s Business”); and WHEREAS, Client desires to contract with Consultant to obtain one or more of the services included within Consultant’s Business (as provided for in Section 1) upon the terms and conditions contained in this Agreement;
WHEREAS, Consultant desires to contract with Client to render such services upon the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of the covenants and promises contained herein, Client and Consultant mutually agree as follows:

1. Services.

1.1 Consultant will perform those services included within Consultant’s Business that are described in Exhibit A. Such services are, collectively, the “Services”.

1.2 Consultant warrants that it will perform the Services in a professional manner in accordance with professional standards . In performing the Services, Consultant is acting as an independent contractor (and not as an agent or employee of Client).

1.3 Client acknowledges and agrees that any other public agency (including, without limitation, any participating government agency) located within or outside of the State (e.g., city, municipality, county, district, public authority or other political subdivision) may procure services for fees and other terms and conditions that are substantially similar to any of the Services, Fees and other terms and conditions set forth in this Agreement, provided that such other public agency executes a separate agreement with Consultant wherein the services rendered to such other public agency, the fees payable by such other public agency, and the other terms and conditions of such separate agreement are the responsibility of Consultant and such other public agency and not Client.

1.4 This Agreement does not limit the right of Consultant to enter into additional contracts with Client or to contract with other persons or entities (that are not Client) to provide them with merchandise or services of any kind whatsoever, including, but not limited to, services similar to the Services.

2. Fees. As compensation for performing the Services, Client will pay Consultant the fees, costs and expenses as described in Exhibit B. Individually and collectively these fees and costs are, the “Fees”. Consultant may perform the Services using professionals from its staff or Consultant’s affiliated entities, and such Services will be billed to Client under the same billing terms applicable 286
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to Consultant’s staff. Consultant may increase the Fees from time to time (including, without limitation, annually as described in the Schedules). Other than a Fee increase as described in the Schedules, Client may notify Consultant of a request that such Fee increase be modified or revoked and, if Consultant fails to do so to Client’s satisfaction within thirty (30) days after the receipt of such request, Client may terminate this Agreement without cause pursuant to Section 7.3.

3. Invoices; Payment.

3.1 Consultant will invoice Client for the Fees earned and/or incurred by Consultant pursuant to this Agreement.

3.2 Invoices are due and payable upon receipt. Interest will begin to accrue on the thirtieth (30th) day following the invoice date on all unpaid balances at a rate of one and one -half percent (1½%) per month, or the maximum rate permitted by law, whichever is less. Payments will first be credited to interest and then to principal. In the event that Client disputes or contests an invoice, only that portion so disputed or contested in good faith will be withheld from payment, and the undisputed portion must be timely paid. Interest will accrue on any contested portion of the invoice not timely paid and will be payable immediately if the contested invoice is resolved in favor of Consultant.

3.3 If Client fails to fully pay an invoice within 30 days after the invoice date, Consultant may, after gi ving five (5) days’ notice to C lient, suspend the rendering of Services under this Agreement until said invoice is paid in full, together with all interest that has accrued thereon. In the event of such a suspension of Services, Consultant will have no liability to Client for any delays or damages arising therefrom.

4. Insurance. Throughout the term of this Agreement , Consultant will maintain the following insurance in not less than the referenced amounts: (a) workers compensation and employers liability insurance as may be required by the State; (b) property damage liability of $1,000,000 per incident; (c) bodily injury liability of $1,000,000 per incident; and (d) professional liability for any errors or omissions of $1,000,000.

5. Client Support.

5.1 Client will promptly provide in writing to Consultant all data and other information relating to or which may be necessary for Consultant’s performance of the Services. Without limiting the foregoing, Client will keep C onsultant informed on a timely basis in writing as to the existence and amendments of the laws, ordinances and/or regulations under which Consultant is performing the Services (including any adopted by Client). Consultant will be permitted to rely on the accuracy, timeliness and completeness of the information pro vided by Client, and in no event will Consultant be liable to Client or others as a result of such reliance.

5.2 Client will examine all of Consultant’s reports, specifications, notices, proposals and other documents. In the event that a decision is required of Client in order for Consultant to perform the Services, Client will render such decision in writing in a timely manner.

5.3 Promptly following a ny request from Consultant, Client will adopt and maintain in full force and effect resolutions in forms acceptable to Client and in accordance with applicable law authorizing Consultant to examine the confidential sales tax and other relevant records of Client 287
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throughout the Term and, for so long as any Fees are still accruing pursuant to this Agreement, after the Term.

5.4 Client will assist Consultant in obtaining such licenses, permits and approvals as may be required by law for perform ing the Services, and Client will pay all fees, assessments and taxes related to the application, issuance and maintenance thereof.

5.5 The Services do not include services that Consultant may be required or requested to provide to support, prepare, document, bring, defend or assist in litigation undertaken or defended by Client (“Litigation Services”). If Consultant agrees with Client or is required to perform Litigation Services, Client will promptly pay Consultant for all of Consultant’s costs and expenses related to Litigation Services at Consultant’s actual cost , plus ten percent (10 %) thereof (all of which are deemed to be additional Fees).

6. Confidentiality; Software Use and Warranty; Records.

6.1 Consultant will comply with the requirements of the applicable law s, ordinances and/or regulations concerning the confidentiality of tax records of which it has been informed by Client pursuant to Section 5.1.

6.2 As used herein, the term “proprietary information” means all information, techniques, processes, services or material that has or could have commercial value or other utility in Consultant’s Business, including without limitation: Consultant’s (i) software, computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems; (iii) desktop or web-based software; (iv) audit, tax or fee collection/administration or business processes, methods or routines ; (v) marketing plans, analys es and strategi es; and (v i) materials , techniques and intellectual property used. Except as otherwise required by law, Client must hold in confidence and may not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by Client in connection with this Agreement.

The terms of this Section 6.2 do not apply to any information that is public information.

6.3 If access to any software which Consultant owns is provided to Client as part of this Agreement (including, without limitation, if Client chooses to subscribe to such software and reports option as part of the Services) (such Consultant-owned software is, collectively, the “ Software”), Consultant hereby provides a limited, non-exclusive, non-transferable license to Client for the use by such of Client’s staff as may be designated from time to time by Client and approved by Consultant in writing to use the Software pursuant to and during the Term of this Agreement. The Software must only be used by such authorized Client staff, and Client must not sublicense, sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of the Software. The license granted hereunder does not imply ownership by Client or any of Client’s staff of the Software nor any rights of Client or any of Client’s staff to sublicense, transfer or sell the Software, or rights to use the Software for the benefit of others. Client may not create (or allow the creation of) any derivative work or product based on or derived from the Software or documentation, nor modify (or allow the modification of) the Software or documentation without the prior written consent of Consultant. In the event of a breach of this provision ( and without limiting Consultant’s remedies), such modification, derivative work or product based on the Software or documentation is hereby deemed assigned to Consultant. Upon termination of this Agreement or this Software license, this Software license will be deemed to have expired and Client access to Software will be immediately 288
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removed. Client must immediately cease using and remove, delete and destroy all Software materials which may exist on Client’s computers and network. Consultant warrants that the Software will perform in accordance with the Software’s documentation.

6.4 All documents, preliminary drafts, communications and any and all other work product related to the Services and provided by Consultant to Client either in hard copy or electronically are the property of Client. This does not include any software, programs, methodologies or systems used in the creation of such work product, nor does it include any drafts, notes or internal communications prepared by Consultant in the course of performing the Services that were not otherwise provided to Client in either hardcopy or electronic form, all of which may be protected by Consultant or others’ copyrights or other intellectual property. It is possible that any documents, drafts, communications or o ther work product provided to Client may be considered public records under applicable law and/or may be discoverable through litigation. Consultant may publicly state that it performs the Services for Client.

6.5 Subject to applicable law, Consultant is responsible for retaining all final documents and other final work product related to the Services for a period of not less than three (3) years from the date provided to Client. Retention of any other documents, preliminary drafts, communications and any and all other work product provided to Client by Consultant is the responsibility of Client.

Consultant has no responsibility to retain any drafts, notes, communications, emails or other writings created or received by Client in the course of performing the Services (other than the final documents and other final work product related to the Services and provided to Client for the term of years referenced above).

7. Term and Termination.

7.1 The initial term of this Agreement commences as of the Agreement Date and, unless terminated earlier pursuant to any of this Agreement's express provisions, will continue in effect until twelve (12) months from such date (the “Initial Term”). This Agreement will automatically renew for successive twelve (12) month terms unless earlier terminated as set forth in Section 7.2 or 7.3 or either party gives the other party written notice of non-renewal at least one hundred twenty (120) days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term”).

7.2 This Agreement may be terminated by either party for cause upon not less than forty- five (45) days’ written notice given to and received by the other party, if the other party has materially breached this Agreement through no fault of the notifying party and fails to (i) commence correction of such material breach within thirty (30) days of receipt of the above-referenced written notice and (ii) diligently complete the correction thereafter.

7.3 In addition, e ither party may terminate this Agreement without cause upon not less than one hundred twenty (120) days’ written notice to the other party.

7.4 On termination, C lient will pa y Consultant for all Fees and other compensation (including for Litigation Services) earned and /or incurred through the termination date and will thereafter timely pa y Consultant for all other Fees and compensation to which Consultant may be entitled pursuant to this Agreement (including the Schedules hereto). 289
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8. Indemnification.

8.1 Consultant agrees to fully and promptly indemnify and hold harmless (but not defend) Client and each of its officers, employees and agents (collectively, “Client Group”) from and against any and all third -party liabilities, judgments, awards, losses, claims, damages, expenses, and costs (including, without limitation, for reasonable third -party a ttorneys’ fees and costs awarded in connection therewith) (each, a “Third -Party Liability”, and collectively, “Third -Party Liabilities”) directly or indirectly related to this Agreement and arising out of any negligent act or negligent omission, or reckless or willful misconduct, of Consultant or any of its directors, officers, employees, agents, direct and indirect equity holders, or affiliates (collectively, “Consultant Group”) under this Agreement; provided, that such obligations to indemnify and hold ha rmless are only to the extent Consultant admits in writing, or any of Consultant Group is found by a court of competent jurisdiction in a judgment which has become final and that is no longer subject to appeal or review, to have caused the above-described Third-Party Liability(ies). In no event shall Consultant be obligated to defend any of Client Group or pay for any Client Group attorneys’ fees or other costs of defending against any such Third -Party Liabilities (“defense costs”), with exception of if Co nsultant is obligated to indemnify and hold harmless Client Group as described above in this Section 8.1 then Consultant shall also be responsible for the defense costs incurred by Client Group for the related matter.

Consultant’s duty to indemnify and hold harmless Client shall not apply to claims for liability which arise from the issuance or non-issuance of any registration, license, permit, or exemption.

8.2 Client agrees to fully and promptly indemnify and hold harmless (but not defend) each of Consultant Group from and against any and all Third-Party Liabilities directly or indirectly related to this Agreement and arising out of any negligent act or negligen t omission, or reckless or willful misconduct, of any of Client Group under this Agreement; provided, that such obligations to indemnify and hold harmless are only to the extent Client admits in writing, or any of Client Group is found by a court of competent jurisdiction in a judgment which has become final and that is no longer subject to appeal or review, to have caused the above-described Third-Party Liability(ies). In no event shall Client be obligated to defend any of Consultant Group or pay fo r any Consultant Group attorneys’ fees or other costs of defending against any such Third-Party Liabilities (“defense costs”), with exception of if Client is obligated to indemnify and hold harmless Consultant Group as described above in this Section

8.2 then Client shall also be responsible for the defense costs incurred by Consultant Group for the related matter.

9. Liability Limitations; Governing Law; Dispute Resolution.

9.1 To the maximum extent permitted by law and notwithstanding anything to the contrary in this Agreement:

9.1.1 Except as may otherwise be expressly set forth in this Agreement, Consultant makes no warranty of any kind with respect to the Services or the Software, express or implied. Consultant hereby disclaims all other warranties, express or implied, including th e implied warranties of merchantability, fitness for a particular purpose, title and non infringement. Consultant disclaims all warranties and responsibility for third party software.

9.1.2 Notwithstanding anything to the contrary, in no event will Consultant be (a) liable for claims, liabilities or damages (i) that could not reasonably have been foreseen upon entry into this Agreement; (ii) arising from any action or inaction by Consultant i n response to specific 290
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direction from Client; (iii) in connection with any Client monies not collected by Consultant; nor (iv) in connection with the issuance, non -issuance or revocation of any registration, license, permit, or exemption; nor (b) required to provide a defense i n connection with any indemnification or hold harmless provisions under this Agreement.

9.1.3 Without limitation on any statue of limitations that expire in less than three years, no claim may be brought by Client against any one or more of Consultant Group arising out of this Agreement (including, without limitation, in connection with the Services or the Software) more than three years after the date upon which Client has actual knowledge of the first occurrence of the action or inaction giving rise to such claim (whether relating to the Services, the Software o r otherwise).

9.1.4 Client acknowledges this Agreement is with Consultant in its capacity as a corporation or a limited liability company, and Client agrees that in no event will it seek to hold any of the Consultant Group (other than Consultant) responsible for any obligations under this Agreement.

9.2 The law of the State will govern the validity of this Agreement, its interpretation and performance, and any other claims related to it, without regard to the State’s conflict of laws rules.

Venue for any legal action arising out of this Agreement will be proper only in the State courts or the federal courts located within the State. The parties hereby submit to the exclusive jurisdiction of such courts and waive any other venue to which either party might be entitled by domicile or otherwise.

Both parties waive the right to a jury trial in an action to enforce, interpret or construe this Agreement.

9.3 If either party is required to bring legal action to enforce its rights under this Agreement or as the result of a breach of this Agreement, the costs and expenses of the prevailing party, including reasonable attorneys’ fees, will be paid by the non-prevailing party.

9.4 A breach of this Agreement by either party may cause the other party hereto irreparable harm, the amount of which may be difficult to ascertain, and therefore such other party will have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any further breach and for such other relief as such other party may deem appropriate.

Such right is in addition to the remedies otherwise available to such other party at law or in equity.

The parties hereto expressly waive the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction hereunder for the posting of a bond.

10. General Legal Provisions.

10.1 Authorization to Proceed . Each Schedule must be signed by both Client and Consultant before such Schedule will be binding on the parties hereto.

10.2 Force Majeure. Consultant is not responsible for damages o r delay in performance caused by acts of God, strikes, lockouts, accidents or other events beyond the control of Consultant.

10.3 Amendment; Waiver . Any provisions of this Agreement (including, without limitation, any Schedules or provisions within any Schedules) may be amended or terminated if in writing and signed by both Client and Consultant . No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, will be deemed to be valid unless acknowledged by such party in writing, and such waiver will not extend to 291
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any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

10.4 Severability and Survival. If any provision in this Agreement is held illegal, invalid or unenforceable, the enforceability of th e remaining provisions will not be impaired thereby.

Notwithstanding any other provision s of this Agreement (including, without limitation, Section 7), Sections 3, 5.5, 6, 7, 8, 9 and 10 will survive the termination of this Agreement.

10.5 No Third-Party Beneficiaries; Services Limited to Agreement. Except as set forth in Section 8, this Agreement gives no rights or benefits to anyone other than Client and Consultant and has no third-party beneficiaries. The Services to be performed for Client by Consultant are defined solely by this Agreement (including the Schedules), and not by any other contract or agreement that may be associated with performing the Services.

10.6 Assignment. This is a bilateral personal services agreement. Neither party will have the power to or will assign any of the duties or rights or any claim arising out of or related to this Agreement, whether arising in tort, contract or otherwise, without the written consent of the other party. Any unauthorized assignment is void and unenforceable. This Agreement is binding on the successors and assigns of the parties hereto.

10.7 Notices. All notices under this Agreement must be in writing and will be deemed to have bee n given when such notice is received (i) from United States Postal Service First Class Certified Mail, Return Receipt Requested, (ii) by courier service, or (iii) by email; provided, however, that notices received on a weekend or holiday or on a business day after 4:00 p.m. local time will be deemed to have been received on the next business day . Notices will, unless another address is specified in writing, be sent to the address es indicated below (each of which must include a street address and an email address) : Consultant: Hinderliter De Llamas & Associates , Attn: George Bonnin, Email: [email protected]; and Client: City of Suisun, CA , Attn:
________________________, Email: __________________________________.

10.8 Entire Agreement; Conflict. This Agreement (including any Schedules dated as of the Agreement Date or hereafter) constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they have related in any way to the subject matter hereof. Should there ever be a conflict between the terms and conditions of the Schedule(s) and the remainder of this Agreement, the terms and conditions of the remainder of this Agreement will prevail and be controlling.

10.9 Counterparts; Electronic Signatures; Authority. This Agreement may be signed in any number of counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. Any signed signature pages of this Agreement transmitted by email or other electronic means in a portable document format (PDF) or other clear and visible electronic format will have the same legal effect as an original. Each of the persons signing on behalf of a party hereto represents that he or she has the authority to sign this Agreement on such party’s behalf.

10.10 No Adverse Construction . Both parties acknowledge having had the opportunity to participate in the drafting of this Agreement. This Agreement will not be construed against either 292
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party based upon authorship. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

11. California Department of Tax and Fee Administration Data.

11.1 CITY shall adopt a resolution in a form acceptable to the California Department of Tax and Fee Administration and in compliance with Section 7056 of the Revenue and Taxation Code, authorizing CONTRACTOR to examine the confidential sales tax records of CITY . CITY further agrees to continue CONTRACTOR’s authorization to examine the confidential sales tax records of the CITY by maintaining CONTRACTOR’s name on the CITY resolution until such time as all CONTRACTOR compliance work on behalf of CITY has bee n completed and any fee owing to CONTRACTOR has been paid.

11.2 Section 7056 of the State of California Revenue and Taxation Code specifically limits the disclosure of confidential taxpayer information contained in the records of the California Department of Tax and Fee Administration. Section 7056 specifies the conditions under which a CITY may authorize persons other than CITY officers and employees to examine State Sales and Use Tax records.

11.3 The following conditions specified in Section 7056 -(b), (1) of the State of California Revenue and Taxation Code are hereby made part of this Agreement:

11.3.1 CONTRACTOR is authorized by this Agreement to examine sales, use or transactions and use tax records of the Department of Tax and Fee Administration provided to CITY pursuant to contract under the Bradley-Burns Uniform Sales and Use Tax Law Revenue and Taxation Code section 7200 et.seq.

11.3.2 CONTRACTOR is required to disclose information contained in, or derived from, those sales, use or transactions and use tax records only to an officer or employee of the CITY who is authorized by resolution to examine the information.

11.3.3 CONTRACTOR is prohibited from performing consulting services for a retailer, as defined in California Revenue & Taxation Code Section 6015, during the term of this Agreement.

11.3.4 CONTRACTOR is prohibited from retaining the information contained in, or derived from those sales, use or transactions and use tax records, after this Agreement has expired.

Information obtained by examination of Department of Tax and Fee Administration records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the CITY as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resoluti on shall designate the CONTRACTOR as a person authorized to examine sales and use tax records and certify that this Agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code.

[Signatures are on the next page]

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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement through their duly authorized representatives as of the Agreement Date.

CONSULTANT:

Hinderliter De Llamas & Associates

By:

Its:

By:

Its:

CLIENT:

City of Suisun, CA

By:

Its:

By:

Its:

[Exhibit A (Scope of Service) and Exhibit B (Compensation) are attached hereto]

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SCHEDULE D
Tax and Fee Administration Services and Fees
Business License Tax and Fees

SCHEDULE D – This Schedule D provides the s cope of Services and Fees for tax and fee administration related to business license tax and fees pursuant to the Master Services Agreement dated __________ (“MSA”).

The MSA includes the main body of the MSA, this Schedule, and all other Schedules to the MSA.

Terms not otherwise defined herein have the definitions given to them within the main body of the MSA.

SCOPE OF SERVICES

Consultant will provide the following Services relative to Client’s business license tax administration.

1. Operations Management Services

1.1. Establish and maintain database of Client businesses.

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

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

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

1.5. Remit revenue to Client no less than monthly.

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

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

2.1. Discovery Services

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

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

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

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

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

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

2.2. Collection Services

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

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

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

2.2.4. Remit revenue to Client no less than monthly.

2.3. Audit Services

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

2.3.2. Audit businesses mutually agreed to by Client and Consultant that are identified as potential under-reporting businesses.
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2.3.3. Submit audit summaries to Client and discuss further actions.

2.3.4. Educate businesses on proper reporting practices.

2.3.5. Invoice and collect identified deficiencies.

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

3.1. Client Responsibilities

3.1.1. As a condition to its receipt of the Service, Client shall execute and deliver any and all applications, agreements, certifications or other documents required by HdL’s payment processor, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by HdL’s payment processor. “Network” is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including , for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.

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

FEES

4. Operations Management Services

4.1. Fees for performing operations management Services shall be $18.00 for each processed account, which is any account for which an application or renewal/return was processed, or active account which was sent a renewal notice, plus a one-time implementation fee of $5,000.00.

4.2. Fees will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for as per the Riverside -San Bernardino-Ontario Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”).

Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%.

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

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

5. Compliance Services

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

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

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

5.1.3. Fees for performing collection Services shall be a contingency Fee of 25% of the revenues received as a result of the Services.
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5.1.4. Fees for performing audit Services shall be a contingency Fee of 40% of the revenues received as a result of the Services.

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

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

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

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

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

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

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

6.1.2. ACH/eCheck processing - $2.50 per transaction

6.2. Client funded

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

6.2.2. ACH/eCheck processing - $0.75 per transaction

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

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

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IN WITNESS WHEREOF, the parties hereto have entered into this Schedule D to the MSA through their duly authorized representatives as of _________________, 2024.

CONSULTANT:

Hinderliter De Llamas & Associates

By: _________________________
Its: _________________________

CLIENT:

City of Suisun, CA

By: ________________________
Its: ________________________

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SCHEDULE E
Tax and Fee Administration Services and Fees
Transient Occupancy Tax – Operations Management Services

SCHEDULE E – This Schedule E provides the s cope of Services and Fees for tax and fee administration related to transient occupancy tax pursuant to the Master Services Agreement dated ______________ (“MSA”).

The MSA includes the main body of the MSA , this Schedule, and all other Schedules to the MSA.

Terms not otherwise defined herein have the definitions given to them within the main body of the MSA.

SCOPE OF SERVICES

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

7. Operations Management Services

7.1. Establish and maintain database of Client lodging providers.

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

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

7.4. Remit revenue to Client no less than monthly.

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

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

7.7. Provide analysis reports monthly and annually pr ovide revenue trends and key insights on Client lodging providers.

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

8.1. Client Responsibilities

8.1.1. As a condition to its receipt of the Service, Client shall execute and deliver any and all applications, agreements, certifications or other documents required by HdL’s payment processor, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by HdL’s payment processor. “Network” is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including , for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.

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

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FEES

9. Operations Management Services

9.1. Fees for performing operations management Services shall be $900.00 per year for each filing property plus CPI.

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

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

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

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

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

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

10.1.2. ACH/eCheck processing - $2.50 per transaction

10.2. Client funded

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

10.2.2. ACH/eCheck processing - $0.75 per transaction

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

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

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IN WITNESS WHEREOF, the parties hereto have entered into this Schedule E to the MSA through their duly authorized representatives as of ___________, 2024.

CONSULTANT:

Hinderliter De llamas & Associates

By: _________________________
Its: _________________________

By: _________________________
Its: _________________________
CLIENT:

City of Suisun, CA

By: ________________________
Its: ________________________

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City of
Suisun, CA
Tax & Fee Administration Services
July 23, 2024

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

CONTACT
Connor Duckworth
T: 714-879-5000
E: [email protected]
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Dear Bret,
Thank you for the opportunity to present this proposal for HdL’s Services:
• HdL Business License Tax Administration/Compliance Services • HdL Transient Occupancy Tax Services

Please be advised that we maintain a busy implementation schedule throughout the year. Your position in the implementation schedule will be determined when a signed agreement is received.

This proposal i s valid until : October 31 , 2024 . Should you have any questions, please contact me at 888.861.0220 or by email at [email protected].

Tax and Fee Services

Service Compensation

Business License Tax Administration
(includes discovery/audits)
$18.00/processed account + CPI

Business License Tax Discovery 40% of Revenues Collected Business License Tax Audit 40% of Revenues Collected

Transient Occupancy Tax
Administration (Includes Audits)
$900.00/property/year + CPI

Implementation Fee $5,000.00 – One-Time Fee

Payment transactions are subject to typical payment processing and returned payment fees. HdL supports both agency funded (fees paid by City) and convenience fee (fees paid by taxpayer) models.

HDL BUSINESS LICENSE TAX ADMINISTRATION SERVICES
General Scope of Services

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

HdL will transfer the City’s existing databases as they relate to business license tax into HdL’s internal administration tools. HdL will maintain the data and provide access to or copies of data or reports at the City’s request. While access to online sy stems will be available for the City to 304
use at their discretion, the City will not be required to use or maintain any software in house for managing the business license registry.

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

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

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

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

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

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

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

Disbursements typically occur monthly but can be remitted as often as weekly depending on volumes and City needs. HdL’s payment acceptance process accepts the following payment types:

✓ Check / Money Order /Cashier’s Check
✓ E-Check
✓ Debit Cards
✓ Credit Cards (Visa, Mastercard, Discover, & American Express) ✓ Check by Phone

HdL currently utilizes multiple payment gateway providers for on -line payment acceptance. HdL will work with the City to determine which provider, rate structures, and card types meet the City’s needs. HdL can also utilize the same provider and process use d by the City’s current on -line functionality.

Business Support Center – HdL will provide businesses with multiple support options for registering, renewing, making payments and for general inquiries. A toll -free number will be 305
provided to businesses in order to access one of our license specialists Monday -Friday 8:00am to 5:00pm Pacific. Businesses will also have access to support via, e -mail, fax, and via the Business Support Center On -Line. HdL constantly monitors quality cont rol points to ensure courteous customer service, minimal hold times under 2 minutes, and the return of voice messages the same business day.

Business License Tax - Revenue Discovery

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

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

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

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

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

Business Support Center ~Online – Businesses are encouraged to take advantage of the range of services available on-line, 24 hours a day, seven days a week. With HdL Flex File, businesses can choose to file their new business registration as well as make payments via our on -line filing portal. In addition to filing and paying for taxes, businesses can obtain copies of applications, general support and FAQs, schedule appointments and request copies of their tax registration all 306
with the click of a button. Our on -line services underscore HdL’s commitment to excellence in customer service and education by continually improving the registration and payment experience for the business community.

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

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

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

Business License Tax – Audits

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Local Business Tax Solutions
A True Partnership
Partnership
Agenda
Your Story
Your Goals
+
Our Team
Our Services
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Your Story
Licenses : 2000+
Staffing : Retention and Recruitment
Financial Plan : Demands > Resources
Municipal Code : Past, Present, and Future
Businesses : Degree of Compliance
Increase : Revenues
Decrease : Costs and Time
Expand : Customer Service Options
Optimize : Staffing Capacity
Manage : The Future
Your Goals
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Our Team
Experienced : 40 Years
Headquarters : Brea, CA
Clients : 700+ Nationwide
Scale: $200 Million Annually in CA
Loved : 99.6% Client Retention Rate
Our Service - Management
Solution : Turnkey
Technology : Online Business Support Center
Customer Service : Email, Chat, and Phone
Monitoring: Legislation and Compliance
Data : Enriched Quality and Reporting
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Our Service - Compliance
Identify : Unregistered Businesses
Communicate : Business-Friendly Ways
Validate : Filings
Collect : Outstanding Liabilities
Monitor : Revenues and Trends
Questions
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AGENDA ITEM NO. 22.

AGENDA TRANSMITTAL

MEETING DATE:

August 20, 2024

AGENDA ITEM:

Council Adoption of Resolution No. 2024-___: Approving a Project Labor Agreement for City Capital Improvement Projects Exceeding $200,000.

FISCAL IMPACT:

There is no direct fiscal impact associated with the approval of the Project Labor Agreement. However, the agreement is expected to result in long-term cost savings by minimizing project delays and improving labor relations.

STRATEGIC PLAN:

Provide Good Governance.

BACKGROUND:

The City of Suisun City is committed to promoting the efficiency of construction operations through the use of skilled labor and ensuring the timely and economical completion of its capital improvement projects. In alignment with these goals, a Project Labor Agreement (PLA) has been proposed to cover City capital improvement projects (CIP) where the estimated or actual cumulative bid amount exceeds $200,000. The PLA has been developed in collaboration with the Napa- Solano Building and Construction Trades Council and other associated Unions.

The purpose of the PLA is to:

Ensure the timely and successful completion of construction projects.

Promote labor harmony by preventing work stoppages, strikes, or lockouts.

Establish stable wages, working hours, and conditions for workers.

Provide construction employment and training opportunities, particularly for local residents and military veterans.

Encourage diversity in the workforce, reflecting the demographics of Suisun City and surrounding areas.

STAFF REPORT:

The proposed PLA applies to all construction contracts awarded on covered projects. It is designed to maintain continuity of work across multiple contractors and bargaining units, reduce potential labor disputes, and increase the safety and quality of construction projects.

Key provisions of the PLA include:

Applicability: The PLA covers City capital improvement projects with an engineer’s estimate or actual cumulative bid amount exceeding $200,000.

Labor Harmony: The agreement mandates that all parties, including contractors, subcontractors, and unions, commit to preventing work stoppages, strikes, and other disruptions.

Local Hiring: A goal of at least 30% of combined journey-level and apprentice hours will be worked by local residents, with a priority for hiring within Suisun City.

Apprenticeship and Workforce Development: The agreement emphasizes the recruitment and training of local residents, including military veterans, through apprenticeship programs.

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STAFF RECOMMENDATION:

It is recommended that the City Council adopt Resolution No. 2024- __: Approving a Project Labor Agreement for City Capital Improvement Projects Exceeding $200,000.

DOCUMENTS ATTACHED:
1 .

Resolution No. 2024-___: Approving a Project Labor Agreement for City Capital Improvement Projects Exceeding $200,000.
2 .

Project Labor Agreement (PLA) for Suisun City.

PREPARED BY:

Bret Prebula, City Manager

ATTACHMENTS:

1. Resolution Approving a PLA for City Capital Improvement Projects.docx

2. Project Labor Agreement.docx
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Resolution No. 2024-__
Adopted August 20, 2024

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RESOLUTION NO. 2024-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SUISUN

CITY APPROVING A PROJECT LABOR AGREEMENT FOR CITY
CAPITAL IMPROVEMENT PROJECTS EXCEEDING $200,000
WHEREAS, the City of Suisun City is committed to the efficient and timely completion of its capital improvement projects, ensuring quality construction outcomes and the safety of its workforce; and
WHEREAS, the City recognizes that large-scale construction projects require the coordinated efforts of a diverse and skilled labor force, and that maintaining labor harmony is essential to the successful completion of these projects; and WHEREAS, the City seeks to promote local employment opportunities, particularly for residents of Suisun City and surrounding areas, as well as for military veterans, through comprehensive recruitment, training, and employment programs; and WHEREAS, the City has collaborated with the Napa-Solano Building and Construction Trades Council and other associated Unions to develop a Project Labor Agreement (PLA) that addresses these objectives; and
WHEREAS, the PLA applies to City capital improvement projects where the engineer’s estimate or the actual cumulative bid amount exceeds $200,000, ensuring that these projects are carried out efficiently, economically, and with high-quality standards; and WHEREAS, the City Council finds that adopting the proposed PLA is in the best interest of the City and its residents, as it will help to mitigate potential labor disputes, ensure fair wages and working conditions, and enhance the safety and quality of construction projects;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SUISUN CITY AS FOLLOWS:

1. Approval of the Project Labor Agreement: The City Council hereby approves the Project Labor Agreement (PLA) for City capital improvement projects where the engineer’s estimate or actual cumulative bid amount exceeds $200,000.

2. Implementation: The City Manager is authorized and directed to include the approved PLA in all invitations to bid, requests for proposals, or other equivalent solicitations for covered projects during the term of this Agreement. All contractors and subcontractors 316
Resolution No. 2024-__
Adopted August 20, 2024

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working on covered projects must agree to be bound by the terms of the PLA as a condition of their contracts.

3. Local Hiring and Workforce Development: The City Manager is further authorized and directed to take all necessary steps to ensure that the provisions of the PLA related to local hiring, apprenticeship, and workforce development are effectively implemented and monitored.

4. Effective Date: This Resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTEDat a Regular Meeting of said City Council of the City of Suisun City duly held on Tuesday, the 20th day of August 2024, by the following vote AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

WITNESS my hand and the seal of said City this 20th day of August 2024.

Anita Skinner
City Clerk
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City of Suisun City
Project Labor Agreement
1 CITY OF SUISUN CITY

PROJECT LABOR AGREEMENT

INTRODUCTION/FINDINGS
This Project Labor Agreement is entered into this ____ day of _______________, 2024 by and between the City of Suisun City (hereinafter the “City”), together with contractors and subcontractors of all tiers, who shall become signatory to this Agreement by signing the “Agreement to be Bound” (Addendum A) (referred to herein as “Contractor(s)/Employer(s)”), and the Napa-Solano Building and Construction Trades Council (referred to herein as the “Council”) and the local Unions that have executed this Agreement (referred to collectively herein as the “Union(s)”).

The purpose of this Agreement is to promote the efficiency of construction operations for the City of Suisun City through the use of skilled labor resulting in quality construction outcomes, and to provide for the peaceful settlement of labor disputes and grievances without strikes or lockouts, thereby promoting the public interest in assuring the timely and economical completion of the Project(s) covered by this Agreement.

WHEREAS, the timely and successful completion of the Project is of the utmost importance to meet the needs of the City and avoid increased costs resulting from delays in construction; and
WHEREAS, large numbers of workers of various skills will be required in the performance of construction work on the Project and will be represented by the Unions who are signatory to this Agreement and employed by the Contractors and subcontractors who are also signatory to this Agreement; and
WHEREAS, the use of skilled labor on construction work increases the safety of construction projects as well as the quality of completed work; and WHEREAS, it is recognized that on a Project of this magnitude with multiple contractors and bargaining units on the job site at the same time over an extended period of time, the potential for work disruption may be substantial without an overriding commitment to maintain continuity of work; and
WHEREAS, the interests of the general public, the City, the Unions, and the Contractors/Employers would be best served if the construction work proceeded in an orderly manner without disruption because of strikes, sympathy strikes, work stoppages, picketing, lockouts, slowdowns or other interferences with work; and WHEREAS, the Contractors/Employers and the Unions desire to mutually establish and stabilize wages, hours and working conditions for the workers employed on the Project and to encourage close cooperation among the Contractors/Employers and the Unions so that a satisfactory, continuous and harmonious relationship will exist; and WHEREAS, the parties agree that one of the primary purposes of this Agreement is to avoid the tensions that might arise on the Project if Union and non-union workers of different 318
City of Suisun City
Project Labor Agreement
2 employers were to work side by side on the Project, potentially leading to labor disputes that could delay completion of the Project; and
WHEREAS, this Agreement is not intended to replace, interfere with, abrogate, diminish or modify existing local or national collective bargaining agreements in effect during the duration of the Project, insofar as a legally binding agreement exists between the Contractors/Employers and the Unions, except to the extent that the provisions of this Agreement are inconsistent with said collective bargaining agreements, in which event the provisions of this Agreement shall prevail; and
WHEREAS, the City places high priority upon the development of comprehensive programs for the recruitment, training and employment of local area residents and military veterans, and recognizes the ability of local pre-apprenticeship and apprenticeship programs to provide meaningful and sustainable career pathways in the construction industry; and WHEREAS, the contract(s) for construction work on the Project will be awarded in accordance with the applicable provisions of the California State Public Contract Code and all state, local and federal laws; and
WHEREAS, the parties to this Agreement pledge their full good faith and trust to work toward the mutually satisfactory completion of the Project;

NOW, THEREFORE, IT IS AGREED BETWEEN AND AMONG THE PARTIES HERETO, AS FOLLOWS:

ARTICLE I

DEFINITIONS
"Agreement" means this Project Labor Agreement.
"Agreement to be Bound" means the agreement (attached hereto as Addendum A) that shall be executed by each and every Contractor/Employer as a condition of working on the Project.
"City" means the City of Suisun City and its governing board, officers, agents and employees, including managerial personnel.
"Completion" means that point at which there is Final Acceptance by the City of a Construction Contract and the City has filed a Notice of Completion. For purposes of this definition, "Final Acceptance" means that point in time at which the City has determined upon final inspection that the work has been completed in all respects and all required contract documents, contract drawings, warranties, certificates, manuals and data have been submitted and training completed in accordance with the contract documents and the City has executed a written acceptance of the work.
“Construction Contract” means the public works or improvement contract(s) (including design-bid, design-build, lease-leaseback or other contracts under which construction of the Project is done) awarded by the City that are necessary to complete the Project. 319
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Project Labor Agreement
3 "Contractor(s)/Employer(s)" or "Contractor(s)" or "Employer(s)" means any individual, firm, partnership or corporation (including the prime contractor, general contractor, construction manager, project manager, design-build entity, lease-leaseback entity or equivalent entity), or combination thereof, including joint ventures, and their successors and assigns, that is an independent business enterprise and enters into a contract with the City with respect to the construction of any part of the Project, and all contractors and subcontractors of any tier. “Council” means the Napa-Solano Building and Construction Trades Council. “Master Agreement” or “Schedule A” means the Master Collective Bargaining Agreement of each craft Union signatory hereto.
"Project" means all City construction projects where either the engineer’s estimate of the total cost of the project, or the cumulative bid amount(s) submitted by the contractor(s) awarded a Construction Contract(s) for the Project, exceeds the limit for awarding “informal bids” in accordance with the California Uniform Public Construction Cost Accounting Act (CUPCCAA). As of the Effective Date, the limit for informal bids is determined by the California Uniform Construction Cost Accounting Commission to be $200,000, but is subject to change. All Construction Contracts required to complete an integrated Project shall be considered in determining whether this threshold is met. The City and the Council may mutually agree in writing to add additional projects or components to be covered by this Agreement. The term “Project” applies to each and all projects as defined in this section, whether used in the singular or plural herein.
“Project Manager” means the person(s) or entity(ies) designated by the City to oversee all phases of construction on the Project and the implementation of this Agreement. “Union” or “Unions” means the Napa-Solano Building and Construction Trades Council, its affiliated Unions, and any other Unions signatory to this Agreement, acting on their own behalf and on behalf of their respective affiliates and member organizations whose names are subscribed hereto and who have through their officers executed this Agreement.

ARTICLE II

SCOPE OF AGREEMENT

2.1 Parties: This Agreement applies to and is limited to all Contractors/Employers performing Construction Contracts on the Project (including subcontractors at any tier), and their successors and assigns, the City, the Council, and the Unions signatory to this Agreement.

2.2 Applicability: This Agreement governs all Construction Contracts awarded on the Project. For purposes of this Agreement, Construction Contracts shall be considered Completed as set forth in Section 1.4, except when the City directs a Contractor to engage in repairs, warranty work, modifications, or punch list work under a Construction Contract or when a Contractor performs work under a change order for a Construction Contract.

Consistent with California Public Contract Code section 2500(a), this Agreement permits all qualified contractors and subcontractors to bid for and be awarded work on the project without regard to whether they are otherwise parties to collective bargaining agreements. Additionally, consistent with California Public Contract Code section 2501, the City Council may choose by 320
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4 majority vote whether to use, enter into, or require contractors to enter into this Agreement which includes all the taxpayer protection provisions of California Public Contract Code section 2500 for a specific project or projects awarded by the City and whether to allocate funding to a specific project covered by this Agreement.

2.3 Covered Work: This Agreement covers, without limitation, all site preparation, surveying, construction, alteration, demolition, installation, improvement, remediation, retrofit, painting or repair of buildings, structures and other works, and related activities for the Project that is within the craft jurisdiction of one of the Unions and that is directly or indirectly part of the Project, including, without limitation to the following examples, geotechnical and exploratory drilling, soils and materials testing and inspection, temporary HVAC, landscaping and temporary fencing, pipelines (including those in linear corridors built to serve the Project), pumps, pump stations, start-up, modular furniture installation, and final clean-up. Covered Work includes work done for the Project in temporary yards, dedicated sites, or areas adjacent to the Project, and at any on-site or off-site batch plant constructed to supply materials to the Project.

2.3.1 This Agreement applies to any start-up, calibration, commissioning, performance testing, repair, maintenance, and operational revisions to systems and/or subsystems for the Project performed after Completion, unless performed by City employees.

2.3.2 This Agreement covers all on-site fabrication work over which the City, Contractor(s)/Employer(s) or subcontractor(s) possess the right of control (including work done for the Project in any temporary yard or area established for the Project). This Agreement also covers any off-site work, including fabrication, that is traditionally performed by the Unions and is directly or indirectly part of the Project, provided such work is covered by a Master Agreement or local addenda to a national agreement of the applicable Union(s).

2.3.3 Except for the delivery of supplies, equipment or materials that are stockpiled for later use, this Agreement covers all construction trucking work, including the hauling and delivery of ready-mix, asphalt, aggregate, sand, soil or other fill or similar material that is directly incorporated into the construction process as well as the off-hauling of soil, sand, gravel, rocks, concrete, asphalt, excavation materials, construction debris and excess fill, material and/or mud. Contractor(s)/Employer(s), including brokers, of persons providing construction trucking work shall provide certified payroll records to the City within ten (10) days of written request or as required by the bid specifications.

2.3.4 Work covered by this Agreement within the following craft jurisdictions shall be performed under the terms of their National Agreements as follows: the National Transient Lodge (NTL) Articles of Agreement, the National Stack/Chimney Agreement, the National Cooling Tower Agreement, the National Agreement of Elevator Constructors, and any instrument calibration work and loop checking shall be performed under the terms of the UA/IBEW Joint National Agreement for Instrument and Control Systems Technicians, with the exception that Articles IV, XII and XIII of this Agreement shall apply to such work.

2.4 Exclusions: The following shall be excluded from the scope of this Agreement.

2.4.1 This Agreement shall not apply to work performed by the City’s own employees as permitted by the California Public Contract Code. 321
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5 2.4.2 This Agreement shall not apply to a Contractor/Employer’s non-construction craft executives, managerial employees, administrative personnel, and supervisors above the level of general foreman (unless covered by a Master Agreement).

2.4.3 This Agreement shall not apply to any non-Project work performed on or near or leading to the site of work covered by this Agreement that is undertaken by state, county, city, or other governmental bodies or their contractors. Work performed by public or private utilities including all electrical utility, voice-data-video, and security installation work ahead of and up to the electrical service entry connection or the main point of entry into the building shall be excluded. All electrical utility, voice-data-video, and security installation work performed after the electrical utility service entrance or the main point of entry shall be Covered Work.

Additionally, all contracted work performed ahead of the service entrance connection and main point of entry that is inside the property line and provides for access to the building via a conduit or series of conduits shall be Covered Work.

2.4.4 This Agreement shall not apply to the off-site maintenance of leased equipment and on-site supervision of such work.

2.4.5 This Agreement shall not apply to work substantially funded by any federal, state, local or other public agency that prohibits the use of project labor agreements on projects receiving its funding, or the funding of projects on which such agreements are used.

With respect to such work, the City agrees to make a reasonable effort to defend the application of this Agreement, including by making a written request to the funding source. Notwithstanding the foregoing, should only a specific provision of the Agreement be prohibited by the funding source, then, upon mutual agreement by the Council, the City shall modify the requirements of this Agreement accordingly, to allow this Agreement to remain in place and to advance the purposes of this Agreement to the maximum extent feasible.

2.4.6 This Agreement shall not apply to any construction project for which the City issued a “Notice to Bidders” prior to the Effective Date, including but not limited to, that certain “Recycled Water Expansion Project (RW 17-0100)”.

2.4.7 This Agreement shall not apply to any construction project undertaken by private developers rather than by the City, even if the resulting public improvements are to be later accepted and maintained by the City or any other governmental agency.

2.4.8 The City shall provide notice to the Council each fiscal year of any Covered Work that does not reach the monetary threshold for a Project as set forth in Section

1.9. 2.5 Award of Contracts: It is understood and agreed that the City has the right to select any qualified bidder for the award of Construction Contracts under this Agreement. The bidder need only be willing, ready and able to execute and comply with this Agreement. It is further agreed that this Agreement shall be included in all invitations to bid or solicitations for proposals from contractors or subcontractors for work on the Project. A copy of all invitations to bid shall be provided to the Council at the time of issuance.

ARTICLE III
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6 EFFECT OF AGREEMENT

3.1 By executing this Agreement, the Council, the Unions and the City agree to be bound by each and all of the provisions of the Agreement.

3.2 By accepting the award of work under a Construction Contract for the Project, whether as a Contractor or subcontractor thereunder, all Contractors/Employers agree to be bound by each and every provision of this Agreement and agree to evidence their acceptance prior to the commencement of work by executing the Agreement to be Bound in the form attached hereto as Addendum A.

3.3 At the time that any Contractor/Employer enters into a subcontract with any subcontractor providing for the performance of work under a Construction Contract, the Contractor/Employer shall provide a copy of this Agreement to said subcontractor and shall require the subcontractor, as a condition of accepting the award of a construction subcontract, to agree in writing, by executing the Agreement to be Bound, to be bound by each and every provision of this Agreement prior to the commencement of work. The obligations of a Contractor may not be evaded by subcontracting. If the subcontractor refuses to execute the Agreement to be Bound, then such subcontractor shall not be awarded a Construction Contract on the Project.

3.4 This Agreement shall only be binding on the signatory parties hereto, and their successors and assigns, and shall not apply to the parents, affiliates, subsidiaries, or other ventures of any such party. Each Contractor shall alone be liable and responsible for its own individual acts and conduct and for any breach or alleged breach of this Agreement, except as otherwise provided by law or the applicable Master Agreement. Any dispute between the Union(s) and the Contractor(s) with respect to compliance with this Agreement shall not affect the rights, liabilities, obligations and duties between the Union(s) and other Contractor(s) party to this Agreement.

3.5 It is mutually agreed by the parties that any liability by a Union signatory to this Agreement shall be several and not joint. Any alleged breach of this Agreement by a Union shall not affect the rights, liabilities, obligations and duties between the Contractor(s) and the other Union(s) party to this Agreement.

3.6 The provisions of this Agreement, including the Schedule As incorporated herein by reference, shall apply to the work covered by this Agreement, notwithstanding the provisions of any other local, area and/or national agreements which may conflict with or differ from the terms of this Agreement. To the extent a provision of this Agreement conflicts with a Schedule A, the provision of this Agreement shall prevail. Where a provision of a Schedule A does not conflict with this Agreement, the provision of the Schedule A shall apply.

ARTICLE IV

WORK STOPPAGES, STRIKES, SYMPATHY STRIKES AND LOCKOUTS

4.1. The Unions, the City, and the Contractor(s)/Employer(s) covered by this Agreement agree that for the duration of the Project:

4.1.1 There shall be no strikes, sympathy strikes, work stoppages, picketing, handbilling or otherwise advising the public that a labor dispute exists, or slowdowns of any 323
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7 kind, for any reason, by the Unions or employees employed on the Project, at the job site of the Project or any other facility of City because of a dispute on the Project. Disputes arising between the Unions and Contractor(s)/ Employer(s) on other City projects are not governed by the terms of the Agreement or this Article. To the fullest extent as required by California Public Contract Code section 2500(a)(4), this Agreement guarantees against work stoppages, strikes, lockouts, and similar disruptions of the project.

4.1.2 There shall be no lockout of any kind by a Contractor/Employer of workers employed on the Project.

4.1.3 If a Master Agreement expires before the Contractor/Employer completes the performance of work under a Construction Contract and the Union or Contractor/Employer gives notice of a demand for a new or modified Master Agreement, the Union agrees that it will not strike on work covered by this Agreement and the Union and the Contractor/Employer agree that the expired Master Agreement will continue in full force and effect for work covered under this Agreement until a new or modified Master Agreement is reached. If the new or modified Master Agreement provides that any terms of the Master Agreement shall be retroactive, the Contractor/ Employer agrees to comply with any retroactive terms of the new or modified Master Agreement that are applicable to any employee(s) on the Project during the interim, with retroactive payment due within seven (7) calendar days of the effective date of the new or modified Master Agreement.

4.1.4 In the case of nonpayment of wages or trust fund contributions on the Project, the Union shall give the City and the Contractor/Employer three (3) business days’ notice when nonpayment of trust fund contributions has occurred, and one (1) business day’s notice when nonpayment of wages has occurred or when paychecks being tendered to a financial institution normally recognized to honor such paychecks will not honor such paycheck, of the intent to withhold labor from the Contractor/Employers’ or their subcontractor's workforce, during which time the Contractor/Employer may correct the default. In this instance, a Union's withholding of labor (but not picketing) from a Contractor/Employer who has failed to pay its fringe benefit contributions or failed to meet its weekly payroll shall not be considered a violation of this Article.

4.1.5 Notification: If the City or any Contractor contends that any Union has violated this Article, it will so notify in writing the Senior Executive of the Council and the Senior Executive of the Union, setting forth the facts alleged to violate the Article, prior to instituting the expedited arbitration procedure set forth below. The Council will immediately use its best efforts to cause the cessation of any violation of this Article. The leadership of the Union will immediately inform the workers of their obligations under this Article. A Union complying with this obligation shall not be held responsible for the unauthorized acts of employees it represents.

4.2 Expedited Arbitration: Any party to this Agreement shall institute the following procedure, prior to initiating any other action at law or equity, when a breach of this Article IV is alleged to have occurred.

4.2.1 A party invoking this procedure shall notify Robert Hirsch, as the permanent arbitrator, or David Weinberg, as the alternate arbitrator, under this procedure. In the 324
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8 event the permanent arbitrator is unavailable at any time, the alternate will be contacted. If neither is available, the parties shall select the arbitrator from the list in Section 12.4. Notice to the arbitrator shall be by the most expeditious means available, with notice by email and telephone to the City, the involved Contractor, and the party alleged to be in violation, and to the Council and involved local Union if a Union is alleged to be in violation.

4.2.2 Upon receipt of said notice, the City will contact the permanent arbitrator named above, or the alternate if the permanent arbitrator is not available, who will attempt to convene a hearing within twenty-four (24) hours if it is contended that the violation still exists.

4.2.3 The arbitrator shall notify the parties by email and telephone of the place and time for the hearing. Said hearing shall be completed in one session, which, with appropriate recesses at the arbitrator's discretion, shall not exceed twenty-four (24) hours unless otherwise agreed upon by all parties. A failure of any party to attend said hearings shall not delay the hearing of evidence or the issuance of an award by the arbitrator.

4.2.4 The sole issue at the hearing shall be whether or not a violation of Section

4.1 of the Agreement has occurred. The arbitrator shall have no authority to consider any matter of justification, explanation or mitigation of such violation or to award damages, which issue is reserved for court proceedings, if any. The award shall be issued in writing within three (3) hours after the close of the hearing, and may be issued without a written opinion. If any party desires a written opinion, one shall be issued within fifteen (15) calendar days, but the parties shall not delay compliance with or enforcement of the award due to the issuance of a written opinion. The arbitrator may order cessation of the violation of this Article, and the arbitrator’s award shall be served on all parties by hand or registered mail upon issuance. Should a party found in violation of this Article fail to comply with the arbitrator's award ordering the party to cease the violation, the party in violation shall pay to the affected party as liquidated damages the sum of ten thousand dollars ($10,000.00) per shift for which it failed to comply, or portion thereof, until such violation is ceased. The arbitrator shall retain jurisdiction to resolve any disputes regarding the liquidated damages claimed under this section.

4.2.5 The arbitrator’s award may be enforced by any court of competent jurisdiction upon the filing of this Agreement and all other relevant documents referred to above in the following manner. The party filing such enforcement proceedings shall give written notice to the other party. In a proceeding to obtain a temporary order enforcing the arbitrator's award as issued under this Article, all parties waive the right to a hearing and agree that such proceeding may be ex parte. However, such agreement does not waive any party's right to seek or participate in a hearing for a final order of enforcement. Any court order enforcing the arbitrator's award shall be served on all parties by hand or delivered by certified mail.

4.2.6 Any rights created by statute or law governing arbitration proceedings inconsistent with the above procedure, or which interfere with compliance with the above procedure, are waived by the parties.

4.2.7 The fees and expenses of the arbitrator shall be divided equally between the party instituting the arbitration proceedings provided in this Article and the party alleged to be in breach of its obligation under this Article.
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9 4.2.8 Should either the permanent or the alternate arbitrator identified above no longer work as a labor arbitrator, the City and the Council shall mutually agree to a replacement.

ARTICLE V

PRE-JOB CONFERENCES

5.1 Timing: The Project Manager shall convene and conduct, at a location and time mutually agreeable to the Council, a pre-job conference with the Unions and the representatives of all involved Contractors/Employers, who shall be prepared to announce craft assignments and discuss in detail the scope of work and the other issues set forth below, at least fourteen (14) calendar days prior to:
(a) The commencement of any Project work, and
(b) The commencement of Project work on any subsequently awarded Construction Contract.

5.2 The pre-job conference shall be attended by a representative of each participating Contractor and each affected Union, and the Council and City may attend at their discretion.

5.3 The pre-job conference shall include but not be limited to the following subjects:
(a) A listing of each Contractor’s scope of work;
(b) The craft assignments;
(c) The estimated number of craft workers required to perform the work; (d) Transportation arrangements;
(e) The estimated start and completion dates of the work; and (f) Discussion of pre-fabricated materials.

5.4 Review Meetings: In order to ensure the terms of this Agreement are being fulfilled and all concerns pertaining to the City, the Unions and the Contractors are addressed, the Project Manager and Senior Executive of the Council, or designated representatives thereof, shall meet on a periodic basis during the term of construction. The City and the Council shall have the right to call a meeting of the appropriate parties to ensure the terms of this Agreement are being fulfilled.

ARTICLE VI

NO DISCRIMINATION

6.1 The Contractors/Employers and the Unions agree to comply with all anti- discrimination provisions of federal, state, and local law, to protect employees and applicants for employment, on the Project. To the fullest extent required by California Public Contract Code section 2500(a)(1), this Agreement prohibits discrimination based on race, national origin, religion, sex, sexual orientation, political affiliation, or membership in a labor organization in hiring and dispatching workers for the project.
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10 ARTICLE VII

UNION REPRESENTATION AND REFERRAL

7.1 The Contractors/Employers recognize the Unions as the sole bargaining representative of all craft employees performing Covered Work under this Agreement, and all such employees must be represented by a Union for the duration of their employment on the Project.

7.2 The Contractors/Employers shall make and transmit all deductions for Union dues, fees, and assessments that have been authorized by employees in writing in accordance with the applicable Master Agreement. This Agreement does not require any employee of a non- Union contractor to join a Union or to pay dues or fees to a Union as a condition of working on the Project; however, nothing in this Article is intended to supersede the independent requirements of the applicable Master Agreements as to Contractors/Employers signatory to such Master Agreements and as to employees of those Contractors/Employers who are performing Covered Work.

7.3 Authorized representatives of the Unions shall have access to the Project whenever work covered by this Agreement is being, has been, or will be performed on the Project.

7.4 Contractor(s)/Employer(s) performing construction work on the Project shall, in filling craft job requirements, utilize and be bound by the registration facilities and referral systems established or authorized by the Unions signatory hereto. The Contractor(s)/Employer(s) shall have the right to reject any applicant referred by the Union(s), in accordance with the applicable Master Agreement.

7.5 Contractor(s)/Employer(s) shall have the unqualified right to select and hire directly all supervisors above the level of general foreman it considers necessary and desirable, without such persons being referred by the Union(s), unless such craft construction employee is covered by a Master Agreement.

7.6 In the event that referral facilities maintained by the Union(s) are unable to fill the requisition of a Contractor/Employer for employees within a forty-eight (48) hour period (Saturdays, Sundays and Holidays excluded) after such requisition is made by the Contractor/Employer, the Contractor/Employer shall be free to obtain the worker(s) from any source. A Contractor/Employer who hires a worker(s) pursuant to this section shall immediately provide the appropriate Union with the name and address of such worker(s) and shall immediately direct such worker(s) to the appropriate Union hiring hall to be referred for work on the Project.

ARTICLE VIII

WAGES AND BENEFITS

8.1 The Contractors/Employers agree to pay contributions to the vacation, pension and/or other deferred compensation plan, apprenticeship, worker protection and assistance, and health benefit funds established by the applicable Master Agreement(s) for each hour worked on the Project, in the amounts designated in the applicable Master Agreement(s). 327
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11 8.2 By signing this Agreement, the Contractors/Employers adopt and agree to be bound by the written terms of the legally established Trust Agreements described in Section 8.1, which may from time to time be amended, specifying the detailed basis upon which payments are to be made into, and benefits paid out of, such Trust Funds. The Contractors/Employers authorize the parties to such local Trust Agreements to appoint trustees and successor trustees to administer the Trust Funds and hereby ratify and accept the trustees so appointed as if they were appointed by the Contractors/Employers. The Contractors/Employers agree to execute a separate subscription agreement(s) when such Trust Fund(s) requires such document(s).

8.3 Wages, Hours, Terms and Conditions of Employment: The wages, hours and other terms and conditions of employment on the Project shall be governed by the Master Agreement of the respective craft, to the extent such Master Agreement is not inconsistent with this Agreement. Where a subject is covered by the Master Agreement and not covered by this Agreement, the Master Agreement will prevail. When a subject is covered by both the Master Agreement and this Agreement, to the extent there is any inconsistency, this Agreement will prevail.

8.4 Holidays: Holidays shall be as set forth in the applicable Master Agreement.

ARTICLE IX

APPRENTICES

9.1 Recognizing the need to develop adequate numbers of competent workers in the construction industry, including on public works projects, the Contractors/Employers shall employ apprentices from a California state-approved Joint Apprenticeship Training Program in their respective crafts, to perform such work as is within their capabilities and that is customarily performed by the craft in which they are indentured.

9.2 Apprentice ratios will be in compliance with the provisions of the California Labor Code and the applicable state prevailing wage determination.

9.3 Consistent with the Master Agreements, there shall be no restriction on the utilization of apprentices in performing the work of their craft provided they are properly indentured and supervised.

ARTICLE X

HELMETS TO HARDHATS

10.1 The Contractors/Employers and Unions recognize a desire to facilitate the entry into the building and construction trades of veterans who are interested in careers in the building and construction industry. The Contractors/Employers and Unions agree to utilize the services of the Center for Military Recruitment, Assessment and Veterans Employment (hereinafter “Center”) and the Center's "Helmets to Hardhats" program to serve as a resource for preliminary orientation, assessment of construction aptitude, referral to apprenticeship programs or hiring halls, counseling and mentoring, support network, employment opportunities and other needs as identified by the parties.

10.2 The Unions and Contractors/Employers agree to coordinate with the Center to participate in an integrated database of veterans interested in working on the Project and of 328
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12 apprenticeship and employment opportunities for the Project. To the extent permitted by law, the Unions will give credit to such veterans for bona fide, provable past experience.

ARTICLE XI

COMPLIANCE

11.1 It shall be the responsibility of the Contractors/Employers and Unions to investigate and monitor compliance with the provisions of Article VIII of this Agreement.

Nothing in this Agreement shall be construed to interfere with or supersede the usual and customary legal remedies available to the Unions and/or employee benefit Trust Funds to collect delinquent wages or Trust Fund contributions from Contractors/Employers on the Project. Because the Project is a public work subject to the California Labor Code, the City shall monitor and enforce the Contractors/Employers’ compliance with state prevailing wage requirements as well as this Agreement.

ARTICLE XII

GRIEVANCE ARBITRATION PROCEDURE

12.1 Project Labor Disputes: In accordance with California Public Contract Code section 2500(a)(5), all disputes involving the application or interpretation of a Master Agreement to which a Contractor/Employer and a Union are parties shall be resolved pursuant to the resolution procedures of the Master Agreement. In accordance with California Public Contract Code Sec. 2500 (a)(5), all disputes relating to the interpretation or application of this Agreement, other than disputes under Article IV and Article XIII, shall be resolved by a neutral arbitrator pursuant to the grievance arbitration procedures set forth in this Article.

12.2 Employee Discipline: All disputes involving the discipline and/or discharge of an employee working on the Project shall be resolved through the grievance and arbitration provisions contained in the Master Agreement for the craft of the affected employee. No employee working on the Project shall be disciplined or discharged without just cause.

12.3 No grievance shall be recognized unless the grieving party (Union or District Council on its own behalf, or on behalf of an employee whom it represents, or a Contractor/Employer on its own behalf) provides notice in writing to the party with whom it has a dispute within five (5) business days after becoming aware of the dispute but in no event more than thirty (30) business days after it reasonably should have become aware of the event giving rise to the dispute. Time limits may be extended by mutual agreement of the parties.

12.4 Grievances shall be settled according to the following procedures:

Step 1: Within five (5) business days after the receipt of the written notice of the grievance, the representative of the involved Union or District Council, or his/her designee, and the representative of the involved Contractor/Employer, shall confer and attempt to resolve the grievance.

Step 2: If the grievance is not resolved at Step 1, within five (5) business days of the Step 1 meeting or the conclusion of efforts to resolve the grievance at Step 1, the alleged grievance may be referred in writing by either involved party to the Business Manager(s) of the affected Union(s) involved and the Labor Relations Manager of the Contractor/Employer, or the 329
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13 Contractor/Employer’s designated representative, for discussion and resolution. This time limit may be extended by mutual consent of both parties. Regardless of which party has initiated the grievance, the Union shall notify its International Union representative prior to the Step 2 meeting, and the International Union representative shall advise if it intends to participate in the Step 2 meeting. The Project Manager and the Council shall have the right to participate in any efforts to resolve the dispute at Step 2.

Step 3: If the grievance is not resolved at Step 2, either party may request the dispute be submitted to arbitration within five (5) business days of the Step 2 meeting or the conclusion of efforts to resolve the grievance at Step 2. This time limit may be extended by mutual consent of both parties. Within five (5) business days after referral of a dispute to arbitration, the representatives shall notify the permanent arbitrator designated in Article IV, or if not available, the alternate arbitrator designated in Article IV, for final and binding arbitration. If the permanent arbitrator or the alternate is not available, an arbitrator shall be selected by the alternate striking method from the list of three (3) below. The order of striking names from the list of arbitrators shall be determined by a coin toss, the winner of which shall decide whether they wish to strike first or second.

1. William Riker

2. Carol Vendrillo

3. Morris Davis

12.5 The decision of the arbitrator shall be final and binding on all parties The arbitrator shall have no authority to change, amend, add to or detract from any of the provisions of the Agreement. The expense of the arbitrator shall be borne equally by both parties. The arbitrator shall arrange for a hearing on the earliest available date from the date of his/her selection. A decision shall be given to the parties within five (5) calendar days after completion of the hearing unless such time is extended by mutual agreement. A written opinion may be requested by a party from the presiding arbitrator.

12.6 The time limits specified at any step of the grievance procedure may be extended by mutual agreement of the parties. However, failure to process a grievance, or failure to respond in writing within the time limits provided above, without an agreed upon extension of time, shall be deemed a waiver of such grievance without prejudice, or without precedent to the processing and/or resolution of like or similar grievances or disputes.

12.7 In order to encourage the resolution of disputes and grievances at Steps 1 and 2 of this grievance procedure, the parties agree that such settlements shall not be precedent setting.

12.8 Retention: At the time a grievance is submitted under this Agreement or any Master Agreement, the Union(s) may request that the City withhold and retain an amount from what is due and owing to the Contractor(s) against whom the grievance is filed, or its higher-tier Contractor, sufficient to cover the damages alleged in the grievance, should the Union(s) prevail.

The amount shall be retained by the City until such time as the underlying grievance giving rise to the retention is withdrawn, settled, or otherwise resolved, and the retained amount shall be 330
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14 paid to whomever the parties to the grievance shall decide, or to whomever an arbitrator shall so order.

12.9 Should any of the arbitrators listed in this Article XII or Article IV no longer work as a labor arbitrator, the City and the Council shall mutually agree to a replacement.

ARTICLE XIII

WORK ASSIGNMENTS AND JURISDICTIONAL DISPUTES

13.1 The assignment of Covered Work will be solely the responsibility of the Employer performing the work involved; and such work assignments will be in accordance with the Plan for the Settlement of the Jurisdictional Disputes in the Construction Industry (the “Plan”) or any successor Plan.

13.2 All jurisdictional disputes on this Project between or among the building and construction trades Unions and the Employers parties to this Agreement, shall be settled and adjusted according to the present Plan established by the Building and Construction Trades Department or any other plan or method of procedure that may be adopted in the future by the Building and Construction Trades Department. Decisions rendered shall be final, binding and conclusive on the Employers and Unions parties to this Agreement.

13.3 If a dispute arising under this Article involves the Northern California Carpenters Regional Council or any of its subordinate bodies, an arbitrator shall be chosen by the procedures specified in Article V, Section 5 of the Plan from a list composed of John Kagel, Thomas Angelo, Robert Hirsch and Thomas Pagan, and the arbitrator’s hearing on the dispute shall be held at the offices of the California State Building and Construction Trades Council in Sacramento, California within fourteen (14) calendar days of the selection of the arbitrator. All other procedures shall be as specified in the Plan.

13.4 All jurisdictional disputes shall be resolved without the occurrence of any strike, work stoppage, or slow-down of any nature, and the Employer’s assignment shall be adhered to until the dispute is resolved. Individual employees violating this section shall be subject to immediate discharge.

13.5 Each Employer will conduct a pre-job conference with the Council prior to commencing work. The City and the Project Manager will be advised in advance of all such conferences and may participate if they wish. Pre-job conferences for different Employers may be held together.

ARTICLE XIV

MANAGEMENT RIGHTS

14.1 Consistent with the Schedule A agreements, the Contractor(s)/Employer(s) shall retain full and exclusive authority for the management of their operations, including the right to direct their work force in their sole discretion. No rules, customs or practices shall be permitted or observed which limit or restrict production, or limit or restrict the working efforts of employees, except that all lawful manning provisions in the Master Agreement shall be recognized.
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15 ARTICLE XV

DRUG AND ALCOHOL TESTING

15.1 The use, sale, transfer, purchase and/or possession of a controlled substance, alcohol and/or firearms at any time during the work day is prohibited.

15.2 Drug and alcohol testing shall be conducted in accordance with the substance abuse prevention policies set forth in the applicable Schedule A.

ARTICLE XVI

SAVINGS CLAUSE

16.1 If any article, provision, clause, sentence or word of this Agreement is determined to be illegal or void as being in contravention of any applicable law, by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect. The parties further agree that if any article, provision, clause, sentence or word of the Agreement is determined to be illegal or void, by a court of competent jurisdiction, the parties shall substitute, by mutual agreement, in its place and stead, an article, provision, clause, sentence or word that will meet the objections to its validity and will be in accordance with its original intent.

16.2 In the event a decision of a court of competent jurisdiction materially alters the terms of this Agreement such that the intent of the parties is defeated, then the entire Agreement shall be null and void.

16.3 If a court of competent jurisdiction determines that all or part of the Agreement is invalid and/or enjoins the City from complying with all or part of the Agreement’s provisions, and the City accordingly determines that compliance with this Agreement will not be required in order to perform work under a Construction Contract, the Unions will no longer be bound by the provisions of Article IV.

ARTICLE XVII
TERM

17.1 This Agreement shall be included in all bid documents, requests for proposals, or other equivalent Project solicitations, which shall indicate that entering into this Agreement is a condition of the award of a Construction Contract(s) for the Project.

17.2 This Agreement shall apply until the Completion of each Project in accordance with Sections 1.4 and 2.2.

17.3 This Agreement shall become effective on the day it is executed by the City and the Council. It shall remain in full force and effect for a period of five (5) years from the date of execution. Prior to each five (5) year anniversary of the effective date of this Agreement, the City and the Council shall meet to discuss proposed changes, if any, to the Agreement. 332
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16 17.4 City and Council each retains the right to terminate the Agreement prior to the expiration of the Term, provided however that the terminating party provides at least 90 days’ notice to the other party.

17.5 Absent termination or negotiation of a modified agreement as set forth above, the Agreement will continue for a successive five (5) year term.

ARTICLE XVIII

MISCELLANEOUS PROVISIONS

18.1 The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. All defined terms used in this Agreement shall be deemed to refer to the singular and/or plural, in each instance as the context and/or particular facts may require.

18.2 This Agreement may be executed in counterparts, such that original signatures may appear on separate pages and when bound together all necessary signatures shall constitute an original. Faxed or emailed signature pages transmitted to other parties to this Agreement shall be deemed the equivalent of original signatures.

18.3 Each of the persons signing this Agreement represents and warrants that such person has been duly authorized to sign this Agreement on behalf of the party indicated, and each of the parties signing this Agreement warrants and represents that such party is legally authorized and entitled to enter into this Agreement.

18.4 The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.

18.5 All defined terms used in this Agreement shall be deemed to refer to the singular and/or plural, in each instance as the context and/or particular facts may require. [SIGNATURES TO FOLLOW]
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17 CITY OF SUISUN CITY
By:

Name:

Title:

Date:

NAPA-SOLANO BUILDING AND CONSTRUCTION

TRADES COUNCIL
By:

Danny Bernardini, Secretary-Treasurer
Date:
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18 UNION SIGNATURES
Bricklayers and Allied Craftsmen, Local 3
____________________________________
Boilermakers, Local 549
____________________________________
Elevator Constructors, Local 8
____________________________________
Insulator Workers, Local 16
____________________________________
Ironworkers, Local 378
____________________________________
Cement Masons, Local 400
____________________________________
Northern California District Council of
Laborers, for itself and its affiliated Local
Unions
____________________________________
International Brotherhood of Electrical
Workers, Local 180
____________________________________
District Council 16 International Union of
Painters and Allied Trades, for itself and its
affiliated Local Unions
____________________________________
International Association of Sheet Metal, Air,
Rail and Transportation Workers, Local 104
____________________________________
Plasterers and Cement Masons, Local 300
____________________________________
Plumbers and Steamfitters, Local 343
____________________________________
Teamsters, Local 315
____________________________________
Operating Engineers, Local 3
____________________________________
Utility and Landscape Local, 355
____________________________________
Sprinkler Fitters, Local 483
____________________________________
Roofers, Local 81
____________________________________
Northern California Carpenters Regional
Council, for itself and its affiliated Local
Unions
____________________________________
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Project Labor Agreement
19 Addendum A

AGREEMENT TO BE BOUND
[Date]
[Addressee]
[Address]
Re: City of Suisun City Project Labor Agreement
Agreement to be Bound
Dear ________________:

The undersigned confirms that it agrees to be a party to and bound by the City of Suisun City Project Labor Agreement (“Agreement”) as such Agreement may, from time to time, be amended by the parties or interpreted pursuant to its terms.

By executing this Agreement to be Bound, the undersigned subscribes to, adopts and agrees to be bound by the written terms of the legally established trust fund documents as set forth in Section

8.1 of the Agreement, as they may from time to time be amended, specifying the detailed basis upon which contributions are to be made into, and benefits made out of, such trust funds, and ratifies and accepts the trustees appointed by the parties to such trust funds. The undersigned agrees to execute a separate subscription agreement(s) for such trust funds when such trust fund(s) require(s) such document(s).

The obligation to be a party to and bound by the Agreement shall extend to all work covered by the City of Suisun City Project Labor Agreement undertaken by the undersigned. The undersigned shall require all of its subcontractors, of whatever tier, to become similarly bound for all their work within the scope of the Agreement by signing an identical Agreement to be Bound.

This letter shall constitute a subscription agreement, to the extent of the terms of the letter.

CONTRACTOR/SUBCONTRACTOR:____________________________________________ California Contractor State License No. or Motor Carrier (CA) Permit No.: ________________ Name of Authorized Person (print): ________________________________________________ Signature of Authorized Person: ___________________________________________________ Title of Authorized Person: ______________________________________________________ Telephone Number of Authorized Person:___________________________________________ Address of Authorized Person:____________________________________________________ State Public Works Registration Number: __________________________________________ 133901\1494397
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AGENDA ITEM NO. 23.

AGENDA TRANSMITTAL

MEETING DATE:

August 20, 2024

AGENDA ITEM:

Approval of a Legal Services Agreement with the Law Firm of Richards, Watson & Gershon, A Professional Corporation to Serve as City Attorney and General Counsel to the Housing Authority:
a
.

Council Adoption of Resolution No. 2024 -___: Approving a Legal Services Agreement with the Law Firm of Richards, Watson & Gershon to Serve as Attorney, and Authorizing the Mayor to Execute the Agreement on the City's Behalf; and
b
.

Housing Authority Adoption of Resolution No. HA 2024 -___: Approving a Legal Services Agreement with the Law Firm of Richards, Watson & Gershon to Serve as its General Counsel, and Authorizing the Chairperson to Execute the Agreement on the Housing Authority's Behalf.

FISCAL IMPACT:

Funds have been appropriated in the Annual Budget for this expenditure.

STRATEGIC PLAN:

Provide Good Governance.

BACKGROUND:

In January 2024, the City Council directed staff to issue a Request for Proposal (RFP) for City Attorney Services to ensure that the City secures the most qualified legal representation.

On March 22, 2024, an RFP was issued to solicit proposals from qualified legal firms. The closing date to receive submittals was May 1, 2024. We went through an exhaustive RFP and review process that included:

May 2024 In response to the RFP the city received five proposals from various legal firms.

June 2024 Nouae Vue, Public Works Director/City Engineer and Brad Lopez, Fire Chief, conducted the initial first review and grading of the proposals.

July 2024 The City Attorney RFP Review Ad hoc Committee, Councilmember Pal and Councilmember Osum, evaluated the proposals and selected three firms to proceed to the interview stage.

July 16, 2024 City Council conducted interviews with the three firms recommended by the Ad hoc Committee.

August 13, 2024 City Council Closed Session

STAFF REPORT:

Throughout the review process Richards, Watson & Gershon, (RWG), A Professional Corporation has demonstrated a high level of competence and expertise in legal matters relevant to municipal governance. Based on the review process, interviews, and careful consideration of each firm's qualifications, the City Council selected RWG as the City Attorney. The Legal Services Agreement presented to the City Council ensures that the City will receive quality legal services, which are crucial for the effective operation of City functions.

Exhibit A of the Agreement outlines services provided including, General Services, Special Services, Litigation Services, third-Party Services, Paralegal Services and Bond Counsel Serivces. General Services include in-person attendance by the City Attorney or Assistant City Attorney at City Council meetings, and attendance at Commission, Committee, Executive Team meetings, or staff meetings as 337
directed by the City Manager. RWG will also prepare and review of legal opinions, staff reports, ordinances, resolutions, agreements, and other documents for City Council and Planning Commission as requested; and provide legal services for entities created by the City Council.

Pursuant to California law, an executive position such as the City Attorney must be approved by the City Council in open session at a regular meeting. RWG will be compensated for legal services in accordance with the "Compensation Rate Schedule" as provided in Exhibit A. The "Compensation Rate Schedule" will remain in effect until amended by mutual agreement of the parties. The agreement shall continue in effect until terminated by the City or RWG, with or without cause, by giving thirty (30) days' written notice.

STAFF RECOMMENDATION:

Approval of a Legal Services Agreement with the Law Firm of Richards, Watson & Gershon, A Professional Corporation to Serve as City Attorney and Counsel to the Housing Authority:
a
.

DOCUMENTS ATTACHED:
1 .

Resolution Approving and Authorizing City Attprney Legal Services Agreement 2 .

Resolution Approving and Authorizing Legal Services Agreement for Housing Authority 3 .

Legal Services Agreement with Richards, Watson & Gershon, A Professional Corporation

PREPARED BY:

Bret Prebula, City Manager

ATTACHMENTS:

1. Resolution Approving and Authorizing City Attprney Legal Services Agreement.docx

2. Resolution Approving and Authorizing Legal Services Agreement for Housing Authority.docx

3. Legal Services Agreement with Richards, Watson & Gershon, A Professional Corporation 338
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RESOLUTION NO. 2024-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SUISUN CITY

APPROVING A LEGAL SERVICES AGREEMENT WITH THE LAW FIRM OF

RICHARDS, WATSON & GERSHON, A PROFESSIONAL CORPORATION TO

SERVE AS CITY ATTORNEY
WHEREAS, the City issued a Request for Proposals (RFP) in March of 2024; and WHEREAS, the City received five responses to the RFP, of which three were invited to interview with the City Council; and
WHEREAS, as a result of those interviews the City Council selected the law firm of Richards, Watson & Gershon, A Professional Corporation, to serve as City Attorney and provide legal services to the City.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the agreement with the law firm of Richards, Watson & Gershon, A Professional Corporation, to serve as City Attorney and provide legal services to the City, and authorizes the City Manager, to execute the Agreement on the City’s behalf.

PASSED AND ADOPTED at a Regular Meeting of said City Council of the City of Suisun City duly held on Tuesday, the 20th day of August 2024, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

WITNESS my hand and the seal of said City this 20th day of August 2024.

Anita Skinner
City Clerk
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RESOLUTION NO. HA 2024-

A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF SUISUN

CITY APPROVING A LEGAL SERVICES AGREEMENT WITH THE LAW FIRM

OF RICHARDS, WATSON & GERSHON, A PROFESSIONAL CORPORATION TO

SERVE AS GENERAL COUNSEL, AND AUTHORIZING THE CHAIRPERSON TO EXECUTE THE AGREEMENT ON THE HOUSING AUTHORITY’S BEHALF WHEREAS, the City issued a Request for Proposals (RFP) in March of 2024; and WHEREAS, the City received five responses to the RFP, of which three were invited to interview with the City Council; and
WHEREAS, as a result of those interviews the City Council selected the law firm of Richards, Watson & Gershon, A Professional Corporation, to serve as City Attorney and provide legal services to the City.

NOW, THEREFORE, BE IT RESOLVED that the Authority hereby approves the agreement with the law firm of Richards, Watson & Gershon, A Professional Corporation, to serve as General Counsel, and authorizing the Chairperson to execute the Agreement on the Housing Authority’s behalf.

PASSED AND ADOPTEDat a Regular Meeting of the Housing Authority of the City of Suisun City duly held on Tuesday, the 20th day of August 2024, by the following vote:

AYES: Commissioners:

NOES: Commissioners:

ABSENT: Commissioners:

ABSTAIN: Commissioners:

WITNESS my hand and the seal of said City this 20th day of August 2024.

Anita Skinner
City Clerk
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LEGAL SERVICES AGREEMENT

THIS LEGAL SERVICES AGREEMENT (“Agreement”) is made and entered into as of ___________, 2024, by and between the City of Suisun City (“City”), A California municipal corporation, and the law firm of Richards, Watson & Gershon, A Professional Corporation (“RWG”), collectively referred to as “the parties.” In consideration of the mutual promises set forth herein, the parties agree as follows:

1. Recitals. This Agreement is made with respect to the following purposes and facts that each party agrees are true and correct:

A. City is a municipal corporation and seeks a contract legal services provider to serve as its City Attorney;
B. RWG is a professional corporation and possesses the necessary skills and qualifications to provide City Attorney services as described in this Agreement; C. City and RWG desire to enter into this Agreement to memorialize the terms by which RWG will serve as City Attorney and provide legal services to the City.

2. Scope of Work. RWG shall perform all legal services for the City as directed by the City Council, except as provided in Section 7 with respect to matters in which RWG has a conflict under the Rules of Professional Conduct or California law. RWG shall at all times, without limitation, faithfully and competently perform all tasks described herein in a manner satisfactory to the City and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

Legal services shall include, without limitation, the following:

A. In-person attendance by the City Attorney, Assistant City Attorney, or their assigned representative at City Council meetings unless excused by the City Manager;
B. In-person attendance by the City Attorney, Assistant City Attorney, or their assigned representative at Planning Commission meetings at the designation of the City Manager;
C. Office hours or other communications with City staff and legal services provided to the City;
D. Attendance at Executive Team meetings, City staff meetings, and any other meetings of Commissions and Committees on an as needed basis as directed by the City Manager;
E. Legal research and legal advice, opinions, assistance, and consultation related to municipal law issues to the City Council and Planning Commission, and their various committees and sub-committees, the City Manager, and City staff;
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F. Preparation and review of legal opinions, staff reports, ordinances, resolutions, agreements, forms, notices, certificates, deeds, leases/licenses, and other documents for the City Council or Planning Commission as requested;
G. Oversight of legal matters handled by outside counsel; H. Legal services for entities created by the City Council; I. Advice to the City Council, Commissioners, and City staff related to the Brown Act, AB 1234, conflicts of interest, the Political Reform Act, meeting parliamentary procedures, and other legal requirements imposed by statute, including periodic training as specified above; J. Written updates to new state or federal legislation or judicial decisions and suggest action or procedures to ensure compliance;
K. Real Estate matters;
L. Labor and Employment;
M. Environmental Law Services including, but not limited to, Hazardous Waste, Clean Air Act, and Clean Water Act issues;
N. Complex land use matters;
O. Housing legal services;
P. Successor agency advisory matters;
Q. Water and water rights law advisory matters;
R. Telecommunications matters;
S. Taxes, fees, and, charges matters (e.g. Proposition 218 and Mitigation Fee Act);
T. Advisory services related to public bidding and construction disputes; U. Litigation;
V. Bond counsel services; and
W. Such other similar legal services as may be directed by the City Council or City Manager from time to time.

The extent of RWG’s onsite presence will be set and structured in consultation with the City Manager.
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3. Term. This Agreement shall commence on __________, 2024, and shall continue in effect until terminated by the City or RWG. City or RWG may terminate this Agreement at any time, with or without cause, by giving thirty (30) days’ written notice to the other party prior to termination of this Agreement. In the event of termination, RWG shall comply with all provisions of the Rules of Professional Conduct for the termination of a client relationship, shall assist the City in transition to a new firm and/or City Attorney, and shall be compensated for such assistance at the rates provided for in this Agreement.

4. Designation of City Attorney. Patrick L. Enright (SBN 113020) shall be designated as City Attorney for the City to serve at the will and pleasure of the City Council.

Mr. Enright will be the RWG attorney with primary responsibility for providing legal services for the City, and will be the principal contact for the City, the City Council, and City staff.

David G. Lim (SBN 202789) will be the Assistant City Attorney unless modified by Mr. Enright in writing to the City Council and City Manager. Other RWG attorneys, including any Deputy City Attorney, will be assigned by Mr. Enright, to work on legal matters for the City as needed under his supervision.

5. Performance Review. The City Attorney shall participate in a performance review periodically as directed by the City Council.

6. Compensation, Expenses and Billing.

A. Compensation Rates. RWG shall be compensated for the performance of legal services in accordance with the schedule (“Compensation Rate Schedule”), attached to this Agreement as Exhibit A and incorporated herein as though set forth in full. The terms of this Agreement and the Compensation Rate Schedule shall apply to legal services performed for entities affiliated with the City that may be established. Except as provided in paragraph B of this Section, the Compensation Rate Schedule attached as Exhibit A shall remain in effect until amended by mutual agreement of the parties.

B. Adjustment in Rates by Change in CPI. Commencing July 1, 2026, and annually thereafter, all rates set forth on Exhibit A shall automatically increase by the percentage increase, if any, in the Consumer Price Index; All Urban Consumers, San Francisco-Oakland- Hayward. The calculation shall be made using the month of April over the month of April in the prior year. Any such annual adjustment that equals or exceeds five percent (5%), and any other adjustments in the rates, shall require prior written approval of the City Council. Should the San Francisco-Oakland-Hayward CPI cease to be published in its entirety, or on a periodic basis ending on April 30, RWG and the City shall negotiate in good faith for a mutually acceptable alternative.

C. Reimbursable Expenses and Other Costs. RWG shall be compensated for expenses and costs as set forth in the attached “Compensation Rate Schedule.” D. Billing. Each month, RWG shall provide to the City a monthly invoice for services provided. Such invoice shall detail the date and time spent providing those services, a narrative summarizing the service(s) rendered, the attorney who provided the service(s), the 343

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attorney’s rate, and costs incurred. City shall process and cause such invoices to be paid promptly and no later than within thirty (30) days of receipt of invoice.

E. Billing Record Retention. RWG shall maintain complete and accurate records related to billings, costs, expenses and other information pertaining to RWG’s services provided under this Agreement for three (3) years after such services are provided. Upon request by the City and at reasonable times, RWG shall provide free access to such records to the City.

7. Conflicts of Interest. RWG shall comply with all applicable laws and professional rules and standards relating to any known conflict of interest involving the City and matters upon which RWG is providing legal services under this Agreement. RWG shall not reveal confidential information of the City except with the consent of the City Manager, City Council or as otherwise required by law. RWG shall notify the City Manager or City Council, depending on the circumstances, of any conflict of interest related to matters upon which it is providing legal services under this Agreement upon discovery of any such conflicts. In the event that such conflict is not or cannot be waived or resolved, City shall retain alternate legal counsel and, to the extent permitted by law and professional responsibility requirements, RWG shall assist and cooperate with such legal counsel retained by the City on the matter for which the conflict arose.

8. Client Files.

A. At the conclusion of RWG’s legal representation of the City, the original client files for the work performed under this Agreement for the City shall be made available to City. RWG will be entitled to make copies of the client files. City shall take possession of any and all original contracts, and other such important documents that may be in the client files and RWG shall have no further responsibility with regard to such documents.

B. If City does not take possession of all client files at the conclusion of RWG’s legal representation of the City, RWG shall store such client files for a period of at least one (1) year. At the conclusion of such one (1) year period, RWG may send to City a notice, advising of RWG’s intention to dispose of the client files. The City shall have sixty (60) days from the date of such notice to take possession of the client files. If City does not take possession of the client files during that time, City agrees that RWG may dispose of the client files without further notice.

C. This section shall survive the expiration of this Agreement.

9. Insurance.

A. Coverage Levels. RWG shall maintain at all times during the term of this Agreement policies of insurance with at least the minimum coverage specified below:
1) Commercial General Liability insurance with a combined single limit of not less than Two Million Dollars ($2,000,000);
2) Workers’ compensation coverage in compliance with California law; 344

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3) Professional liability coverage with a minimum limit of liability of Two Million Dollars ($2,000,000) per claim and Four Million Dollars ($4,000,000) in the aggregate. Such insurance may be subject to a self- insured retention or deductible to be borne entirely by RWG; and 4) Automobile Liability coverage for owned, non-owned, and hired automobiles with a limit of no less than One Million Dollars ($1,000,000).

B. The Commercial General Liability and Automobile Liability insurance policies shall name the City and its elected and appointed officials, officers, and employees as additional insureds.

C. All such policies of insurance specified above shall:
1) Except as to professional liability insurance, provide minimum thirty (30) days’ notice of cancellation by insurer, except in the event of non-payment of premium, in which case ten (10) days’ notice is to be provided; 2) Be maintained in full force and effect throughout the term of this Agreement; and
3) Be placed with insurance carriers with an A.M. Best rating of no less than A-:VII or otherwise acceptable to City.

D. Upon request of the City, RWG shall furnish certificates of insurance as evidence of the policies specified above.

10. Independent Contractor. No employment relationship is created by this Agreement. RWG shall be an independent contractor of City, except that at all times providing services under the Agreement, RWG’s shareholders and employees shall be acting as public officials.

11. General Provisions.

A. Non-Discrimination. In the performance of this Agreement, RWG shall not unlawfully discriminate against any employee or applicant for employment because of age, race, ethnicity, religion, color, national origin or ancestry, marital status, sex, sexual orientation, gender identity, disability or medical condition, or other legally prohibited basis.

B. Assignment/Delegation. This Agreement contemplates the personal professional services of RWG to City and neither this Agreement, nor any portion thereof, shall be assigned or delegated by either party without the prior written consent of both parties.

C. Interpretation. The following rules of legal construction shall apply:
1) This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the substantive laws of the State of California. Jurisdiction and venue for any 345

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disputes regarding this Agreement shall be the Solano County Superior Court or the U.S. District Court, Northern District of California. 2) The article and section captions and headings in this Agreement have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction.
3) Whenever in this Agreement the context may so require, the reference to any one gender shall refer to and include all genders, and the singular shall refer to and include the plural.

D. Attorney’s Fees. The parties acknowledge and agree that each will bear its own costs, expenses and attorney’s fees arising out of or connected with the negotiation, drafting and execution of this Agreement.

E. Notices, etc. Any notice required to be given shall be deemed to have been given by depositing such notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY:

City of Suisun City
621 Magnolia Avenue
Suisun City, CA 94030
Attention: City Manager
TO RWG:

Richards, Watson & Gershon
2300 N Street, Suite 3
Sacramento, CA 95816
Attention: Patrick Enright and David Lim
Either party may, from time to time, by written notice to the other, designate a different address or contact person, which shall be substituted for the one above specified. Notices, invoices and other documents delivered under this Agreement shall be deemed delivered upon receipt by personal service or as of the fifth (5th) day after deposit in the United States mail.

F. Signatories. Each signatory warrants and represents that he or she is competent and authorized to execute this Agreement on behalf of the party for whom he or she purports to sign.

G. Entire Agreement. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

H. Modification of Agreement. This Agreement and the provisions set forth herein may be modified only by way of a written amendment to this Agreement that has been approved and executed by and on behalf of both RWG and the City. 346

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I. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.

J. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to sign below.

DATE: _________________

________________________
Alma Hernandez
Mayor
Attest:

________________________
Anita Skinner
City Clerk

RICHARDS, WATSON & GERSHON,
A Professional Corporation

________________________
David G. Lim
Shareholder

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EXHIBIT A

RICHARDS, WATSON & GERSHON

COMPENSATION RATE SCHEDULE

FOR CITY OF SUISUN CITY
(EFFECTIVE ______, 2024)
Legal services provided by Richards, Watson & Gershon, A Professional Corporation (“RWG”) to the City of Suisun City (“City”) and related reimbursable expenses shall be billed to, and compensated by, the City as follows:

A. General Services.

All legal services that are not defined below as Special Services, Litigation Services, Third-Party Services, Paralegal Services, or Bond Counsel Services shall be defined as General Services. General Services include, without limitation, the following services unless performed in regard to services defined as other than General Services:

1. In-person attendance by the City Attorney or Assistant City Attorney at City Council meetings unless excused by the City Manager;

2. In-person attendance by the City Attorney or Assistant City Attorney at Planning Commission meetings at the designation of the City Manager;

3. Office hours or other communications with City staff and legal services provided to the City;

4. Attendance at Executive Team meetings, City staff meetings, and any other meetings of Commissions and Committees on an as needed basis as directed by the City Manager;

5. Legal research and legal advice, opinions, assistance, and consultation related to municipal law issues to the City Council and Planning Commission, and their various committees and sub-committees, the City Manager, and City staff;

6. Preparation and review of legal opinions, staff reports, ordinances, resolutions, agreements, forms, notices, certificates, deeds, leases/licenses, and other documents for the City Council or Planning Commission as requested;

7. Oversight of legal matters handled by outside counsel;

8. Legal services for entities created by the City Council;

9. Advice to the City Council, Commissioners, and City staff related to the Brown Act, AB 1234, conflicts of interest, the Political Reform Act, meeting parliamentary procedures, and other legal requirements imposed by statute, including periodic training as specified above;
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10. Written updates to new state or federal legislation or judicial decisions and suggest action or procedures to ensure compliance; and

11. Such other similar legal services as may be directed by the City Council or City Manager from time to time.

The extent of RWG’s onsite presence will be set and structured in consultation with the City Manager.

General Services will be billed to, and compensated by, the City (i) at a monthly fee of $13,000 for the first fifty (50) General Services hours, and thereafter (ii) on a composite hourly basis of $275 per hour for all attorneys for hours in excess of fifty (50) hours. If City requires fewer than fifty (50) hours of General Services in a calendar month, the unused balance of such hours shall be credited first to any Special Services, and next to any Litigation Services rendered that month.

RWG will provide one AB 1234 training and up to fifteen (15) hours each fiscal year for additional training at no charge. Additional training will be billed as General Services. Travel time for General Services will be billed at the General Services Rate.

B. Special Services.

Special Services are defined to include the following advisory (non-litigation) services:

1. Real Estate matters;

2. Labor and Employment;

3. Environmental Law Service including, but not limited to, Hazardous Waste, Clean Air Act, and Clean Water Act issues;

4. Advisory services in connection with complex land use matters, which are defined to mean negotiation, drafting, and related CEQA and/or NEPA work on (a) development agreements and related entitlements, (b) entitlements for land use projects of twenty (20) or more residential units or commercial or mixed use projects in excess of two (2) acres;

5. Housing legal services on tasks or projects requiring ten (10) or more hours;

6. Successor agency advisory matters;

7. Water and water rights law advisory matters;

8. Telecommunications matters;

9. Taxes, fees, and, charges matters (e.g. Proposition 218 and Mitigation Fee Act); and

10. Advisory services related to public bidding and construction disputes; 349

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Special Services will be billed to, and compensated by, the City at a composite hourly rate of $290 per hour for all attorneys. Travel time incurred for Special Services would be compensated at the Special Services rate.

C. Litigation Services.

Litigation Services are defined as the representation of the City in all aspects of the initiation, advancement, or defense of claims in litigation, arbitration, or mediation.

Additionally, Litigation Services include representation of the City in administrative proceedings before other public agencies. Litigation Services shall be billed to, and compensated by, the City at composite hourly rates of $325 per hour for all attorneys, except as to services for Pitchess Motions and Code Enforcement, which shall be billed to, and compensated by, the City at a discounted composite hourly rate of $260 per hour for all attorneys. Travel time incurred for Litigation Services would be compensated at the relevant Litigation Services rates.

D. Third-Party Services.

Third-Party Services are defined as legal services that the City elects to have reimbursed by third-parties and shall be billed to, and compensated by, the City at a ten percent (10%) discount from the RWG’s then-standard hourly rates. Travel time incurred for Third-Party Services would be compensated at the Third-Party Services rates.

E. Paralegal Services.

Paralegal Services are defined as any work performed by paralegals in all substantive areas and all service classes described herein. Paralegal Services shall be billed to, and compensated by, the City at a composite hourly rate of $195 per hour for all paralegals. Travel time incurred for Paralegal Services would be compensated at the Paralegal Services rate.

F. Bond Counsel Services.

Bond Counsel Services will be defined as bond counsel, disclosure counsel, and/or issuer counsel services in connection with the issuance of bonds or other obligations by the City, or any entity created, formed or controlled by the City. Bond Counsel Services will be billed to, and compensated by, the City as follows:

1. RWG shall charge a composite hourly rate for all attorneys of $395 per hour for any of these services. The maximum total fee charged for an issuance shall not exceed an amount that the City Manager deems fair and reasonable.

2. RWG’s costs and expenses shall be paid in accordance with its legal services agreement.

3. In the event the proceedings for issuance of the bonds are terminated before closing, RWG would expect to be paid for its services to the date of abandonment at the hourly rate set forth above, not to exceed an amount that the City Manager deems fair and reasonable.
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4. If providing Bond Counsel Services involves the formation of a joint powers authority or another entity controlled by the City, RWG shall provide such Bond Counsel Services (including formation of the entity) on the same compensation terms as specified in its legal services agreement.

5. Supplemental bond counsel fees for unanticipated circumstances:
a. As to lease revenue bonds, in some instances it may be necessary to call upon the real estate expertise at RWG to resolve unanticipated issues that arise over questions of title, encumbrances, or other matters relating to the leased assets. In those instances, we will bill our additional time devoted to such unanticipated issues at a composite rate of $290 per hour. We will notify the City at the earliest point possible if we believe that the work rises to the level of additional time subject to this paragraph. The total fee for this additional work will not exceed an amount which the City Manager deems fair and reasonable, and would be supplemental to the fee amounts due under subsection 1 above.
b. As to the refunding of existing tax-exempt bonds, in some instances our review of the timing or purposes of expenditures of proceeds of the refunded bonds, or the use of property financed or refinanced with proceeds of the refunded bonds, could require unanticipated supplemental analysis. In those instances, we will bill our additional time at a composite rate of $290 per hour. We will notify the City at the earliest point possible if we believe that the work rises to the level of supplemental analysis subject to this paragraph. The total fee for this supplemental analysis will not exceed an amount which the City Manager deems fair and reasonable, and would be supplemental to the fee amounts due under subsection 1 above.

G. Travel, Reimbursable Costs and Other Expenses.

Travel time and mileage to the City by all attorneys and paralegals will be billed at a maximum of the equivalent of travel from RWG’s Sacramento Office.

City shall reimburse RWG for expenses incurred in the provision of legal services.

Mileage will be charged based on the federal government’s standard mileage rate. Other costs include copying documents ($.10/page), court fees, litigation costs, travel costs to/from outside Sacramento County, messenger and delivery services, and other similar costs. Such costs frequently are billed to the RWG from third-party vendors and therefore there sometimes will be a delay between the time such costs are incurred and the time they appear on your bill. 351

Suisun City City CouncilAugust 20, 2024

Suisun City City Council
August 20, 2024