Vallejo City Council
February 28, 2023

The contractor will inspect 12 segments of the underground fiber infrastructure totaling 237,113 feet or about 44 linear miles. The scope of work is detailed in the attached contract along with an account of the 12 segments that are to be inspected under the fiber audit.

FISCAL IMPACT
There is no fiscal impact on the general fund. Compensation to the Consultant will be paid using ARPA funds.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential to result in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. Resolution_SFN_Design Svcs._CAO Stamp

2. Ex. A_SFN-Design Svcs.-Contract_CAO Stamp

CONTACT
Naveed Ashraf, Chief Innovation Officer & IT Director (707) 648-5200 [email protected]

RESOLUTION NO. 23-_____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH SMART FIBER NETWORKS, INC. FOR NETWORK DESIGN SERVICES FOR AN AMOUNT NOT-TO-EXCEED $652,060.75 INCLUDING CONTINGENCY
WHEREAS, on June 24, 2022, the city of Vallejo published an RFP to solicit broadband vendors to manage, build, and expand city-owned municipal fiber network, also known as VallejoNet; and WHEREAS, on November 1, 2022, the Director of Information Technology presented the RFP results to the City Council of Vallejo recommending awarding the ISP (Internet Service Provider) contract to Smart Fiber Networks, Inc.; and
WHEREAS, on November 1, 2022, the City Council as per staff recommendation approved the ISP contract with Smart Fiber Networks; and
WHEREAS, as per the RFP for design and build work to be completed, it is necessary to conduct a detailed comprehensive underground conduit fiber infrastructure audit; and WHEREAS, the audit will establish a baseline of the underground conduit infrastructure from which Smart Fiber Networks, Inc. will design and deliver the as-built drawings necessary for expansion of the City’s fiber network; and
WHEREAS, the cost of this work, including contingency, shall not exceed $652,060.75.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the City Manager to execute the Design Professional Services Agreement with Smart Fiber Networks, Inc., attached hereto as Exhibit A, for an amount not to exceed $652,060.75 including contingency.

Adopted by the City Council of the City of Vallejo at a regular meeting held on February 28, 2023 with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________________
ROBERT H. MCCONNELL, MAYOR

ATTEST:
_________________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Design Professional Services Agreement – Smart Fiber Networks, Inc.

DESIGN PROFESSIONAL SERVICES AGREEMENT
SMART FIBER NETWORKS, INC.

This Design Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 1st day of March 2023, by and between the City of Vallejo, a municipal corporation ("City"), and Smart Fiber Networks, Inc., a California corporation (“Consultant”), who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the City professional services as specified in Exhibit A, entitled “Scope of Work.”

2. Payment. City shall pay Consultant for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled “Compensation.” The payments specified in Exhibit B shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. To the fullest extent permitted by law, Consultant shall hold harmless, defend (with independent counsel approved by City) and indemnify City and its officers, employees and volunteers from and against all claims, damages, losses, penalties, fines and judgments and expenses and defense costs, including but not limited to attorney fees, court costs, associated investigation and administrative expenses, regardless of the nature or type arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Consultant, or the acts or omissions of an employee, agent or subcontractor of the Consultant, except where caused by the active negligence, sole negligence, or willful misconduct of City. In no event shall the cost to defend charged to the Consultant exceed the Consultant’s proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with other parties regarding unpaid defense costs. The provisions of this section pertaining to the duty and cost to defend shall not apply to either of the following: 1) Any contract for design professional services, or amendments thereto, where a project-specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability

Design Professional Services Agreement – Smart Fiber Networks, Inc.

arising out of their professional services on a primary basis, 2) A design professional who is a party to a written design-build joint venture agreement.

The provisions of this Section are not limited by the insurance provisions of this Agreement.

The provisions of this section shall survive the completion of the services, expiration or termination of this Agreement.

5. Insurance Requirements. Consultant agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements for Consultant.” Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Consultant shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses and telephone numbers of any known witnesses, (c) the date, time and description of the accident or other occurrence.

7. Conflict of Interest. Consultant warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Consultant’s family, business, real property or financial interests and the services to be provided under this Agreement. Consultant shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Consultant’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Consultant shall disclose such conflict in writing to City. Every individual who performs services on behalf of Consultant pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code.

8. Independent Contractor. Consultant is an independent contractor.

Neither Consultant nor any of Consultant’s officers, employees, agents or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right Design Professional Services Agreement – Smart Fiber Networks, Inc.

to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

9. Licenses, Permits, Etc. Consultant represents and warrants to City that all design professional services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Agreement and that Consultant has all the permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession.

10. Business License. Consultant and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Consultant until such business license(s) has been obtained.

11. Standard of Performance. Consultant shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by members of Consultant’s profession currently practicing in California.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation site conditions, as well as all areas appurtenant to the site, existing facilities, seismic, geologic, soils, hydrologic, geographic, climatic conditions, applicable federal, state, and local laws and regulations, and all other contingencies or design considerations. Data, calculations, opinions, reports, investigations, and other similar information provided by City relating to site, local, or other conditions is not warranted or guaranteed, either expressly or implied, by City.

Consultant’s responsibilities under this section shall not be delegated. Consultant shall be responsible to City for acts, errors, or omissions of Consultant’s subcontractors.

Consultant shall prepare plans, specifications, reports, and/or other work products in such a way that amendments or change orders to the agreement between City and its construction contractor will not be necessary, except for unforeseeable circumstances. As used herein, “unforeseeable circumstances” shall mean facts or inferences from those facts that could not be ascertained by a combination of reasonable site inspection during the preparation of the plans and specifications Design Professional Services Agreement – Smart Fiber Networks, Inc.

by Consultant and the reasonable application to such inspection of expertise consistent with the level of care and skill ordinarily exercised under similar conditions by a members of Consultant‘s profession currently practicing in California.

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant.

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by any cause, or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Consultant is unable to meet the completion date or schedule of services, Consultant shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Consultant agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Consultant pursuant to this Agreement shall be the full and complete compensation to which Consultant and Consultant’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Consultant nor Consultant’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Consultant. The City shall not be required to pay any workers' compensation insurance on behalf of Consultant.

Design Professional Services Agreement – Smart Fiber Networks, Inc.

Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

Consultant shall comply with all provisions of California laws dealing with prevailing wages, apprentices, and hours of work. Consultant shall also comply with provisions of Labor Code section 1720 as applicable. A copy of the prevailing wage rates is available for review upon request by Consultant to the City Representative. This provision applies only to the following portions of the scope of work:

15. Consultant Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Consultant shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on the date of complete execution of this Agreement and shall continue in full force and effect until June 30, 2024.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo.

If funds to effect such continued payment are not appropriated, Consultant agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Consultant.

Upon receipt of a notice of termination, Consultant shall perform no further work except as specified in the notice. Before the date of termination, Consultant shall deliver to City all City records and documents, all work products, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Consultant for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Consultant for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Consultant for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees Design Professional Services Agreement – Smart Fiber Networks, Inc.

or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

18. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Consultant resulting from services rendered pursuant to this Agreement, shall become the property of City. Consultant agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Consultant makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite (2002) format as appropriate for the particular work product or, if directed by the City Representative in Adobe Acrobat PDF format.

19. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Consultant in the performance of Consultant’s services hereunder.

20. Assignment and Subcontracting. Consultant shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without City’s consent shall be void and of no effect.

If subcontracting of work is permitted, Consultant shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Consultant. Use of the term subcontractor in any other provision of this contract shall not be construed to imply authorization for Consultant to use subcontractors for performance of any service under this Agreement.

The City is an intended beneficiary of any work performed by Consultant’s subcontractor for purposes of establishing a duty of care between the subcontractor and City.

21. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

Design Professional Services Agreement – Smart Fiber Networks, Inc.

22. Non-Discrimination/Fair Employment Practices.
(a) Consultant shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin or ancestry.

Consultant warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

In all solicitations either by competitive bidding or negotiations made by Consultant for work to be performed under any subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant’s obligation under this Agreement relative to nondiscrimination and fair employment practices.

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.
(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

23. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City: Naveed Ashraf
Chief Innovation Officer & IT Director
Information Technology
555 Santa Clara Street
Vallejo, CA 94590
If to Consultant: Stephen Stukas
Smart Fiber Networks, Inc.
77 Van Ness Blvd. #101
San Francisco, CA 94102
Any party may change its address for receiving notices by giving written notice of Design Professional Services Agreement – Smart Fiber Networks, Inc.

such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

24. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

25. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California, without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

27. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

28. Ambiguity. 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.

29. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

30. Headings. 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.

31. Compliance with Laws. Consultant will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

32. Confidentiality of City Information. During the performance of services under this Agreement, Consultant may gain access to and use City information Design Professional Services Agreement – Smart Fiber Networks, Inc.

regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Consultant agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Consultant’s scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Consultant shall treat all records and work product prepared or maintained by Consultant in the performance of this Agreement as confidential.

A violation by Consultant of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Consultant’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

33. News and Information Release. Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

34. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.

35. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

36. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or emailed by PDF or otherwise.

Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.

37. Authority. The person signing this Agreement for Consultant hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Consultant.

38. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Design Professional Services Agreement – Smart Fiber Networks, Inc.

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments [SIGNATURES ON FOLLOWING PAGE]
Design Professional Services Agreement – Smart Fiber Networks, Inc.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first shown above.

Smart Fiber Networks, Inc.

A California corporation
By:

Stephen Stukas
CEO
DATE:
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By:

Michael Malone
City Manager
DATE:

ATTEST:

By:

Dawn Abrahamson
City Clerk
APPROVED AS TO FORM:

Veronica Nebb
City Attorney
APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager
Professional Services Agreement Exhibit
A

2 EXHIBIT A

SCOPE OF WORK

1. Representatives.

The City Representative for this Agreement is:

Naveed Ashraf
Chief Innovation Officer & IT Director
Information Technology
555 Santa Clara Street
Vallejo, CA 94590
The Consultant’s Representative for this Agreement is:

Stephen Stukas
Smart Fiber Networks, Inc.
77 Van Ness Ave. #101
San Francisco, CA 94102
All routine administrative communications between the parties will be between the above named representatives and may be by personal delivery, mail, facsimile transmission or electronic mail as agreed between the Consultant Representative and City’s Representative.

2. Services to be Provided.

The services provided shall be as set forth in Attachment 1 of Exhibit A, attached hereto and incorporated herein by this reference.

3. Time for Performance. Consultant will perform the services according to the schedule below. If the schedule calls for the services to be performed in phases or discrete increments, Consultant shall not proceed from one phase or increment to the next without written authorization from the City’s Representative. Consultant will complete all services by June 30, 2024.

4. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and breadth of experience. There shall be no change in the personnel listed below, without written approval of the City Representative.

Consultant recognizes that the composition of this team was instrumental in the City’s decision to award the work to Consultant and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

Key personnel are as follows: Stephen Stukas
Attachment 1 to Exhibit A
Audit of Legacy Fiber Network
Project Summary:

In order to determine the current status of the existing fiber network and assist in future planning, engineering, and construction, Smart Fiber Networks will perform in-field audits of the City’s fiber optic network and associated infrastructure utilizing the most current maps, plans, and other pertinent documentation relating to the current network. Smart Fiber Networks’ deliverables will provide the City with accurate “as-built” documentation and a comprehensive understanding of the condition of the current physical infrastructure. This information will include detailed GIS data for each element that is inspected, which can be integrated into the City’s ESRI GIS software.

The scope of Smart Fiber Network’s audit work will entail the following four tasks:

Task 1: Data collection and establishing labeling
standards
Task 2: In-field audits of conduit and fiber cable
Task 3: In-field audits of splice enclosures
Task 4: On-site audits of City facilities
Tasks 2 through 4 will be conducted concurrently in location segments, as outlined below.

Project SOW:

Task 1: Develop data collection and establish labeling standards Smart Fiber Networks will meet with City staff to establish standards for the collection of audit data and identify what data formats the information will be collected in. •Determine GIS standards/format for data collection to optimize for input into selected information system
•Determine cable labeling scheme for OSP (outside plant) •Determine labeling scheme and recording method for documenting and tracking splice data, inside plant splice data, equipment data, and any other key network elements. •Smart Fiber Networks shall be furnished with all existing floor plans and available fiber maps/documentation.

Deliverables:
●Establish the audit schedule-timeline – Smart Fiber Networks will provide a project timeline to complete the audit work in an approved format. The project timeline will include sufficient segmentation of the audit work by designated area and type. IT Director must approve the timeline before proceeding with the remaining tasks. ●Audit documentation templates – Smart Fiber Networks will provide blank templates for each of the audit documentation deliverables that will be provided upon completion of the audit work.
●Establish Escalation Process Template and Outline- development of the Field Inspection Maintenance report, processes, key personnel, and required escalation chain.

Task 2: Perform in-field audits of City owned conduit and fiber cable The Smart Fiber Networks team will perform field audits of the documented cable segments to verify that the physical routing is accurate. GPS coordinates will be captured and documented for pertinent infrastructure. This portion will include but not be limited to the following:
•Identify fiber cable infrastructure
oRecord existing City cable strand count/quantity / location and route. oRecord non-City cable (where applicable), if identifiable / quantity/location and route oRecord Slack loop locations / footage sequential markings at ingress/egress of each fiber run. oRecord splice enclosure locations / size / type and quantity oRecord footage sequential markings at ingress/egress of each splice enclosure oLabel existing cables
•Identify conduit infrastructure
oConfirm / update conduit route information
oRecord the size and quantity of conduit along routes
oRecord conduit occupancy (open vs. occupied)
oInventory installed tracer wire per conduit segment
oInventory tape / pull rope in each conduit segment
oRod and rope conduit to check for viability (where needed) oInventory any suspected conduit damaged and footages to suspected incident location •Identify Handhole Infrastructure
oCollect GPS coordinates and photo of each handhole / manhole oRecord handhole sizes/tier ratings.
oRecord number, size, and direction of conduit entering each inspected handhole oRecord number, size and direction of cable entering each inspected handhole, along with footage sequential markings
•Identify cracked / broken handhole lids and walls
oDocument erosion/restoration issues surrounding handholes Deliverables:
●GIS datasets – Detailed GIS-based maps and raw datasets will be provided by Smart Fiber Networks depicting the physical routing of all inspected fiber, conduit, and handhole locations. GIS data will be provided in an ESRI-readable GIS format to be integrated into the City’s existing management software. The GPS data shall be spatially referenced using a coordinate system predetermined by conversations with City GIS staff.
●Handhole / Manhole drawings – A “butterfly” drawing of each handhole/manhole will be provided depicting the vault dimensions and structural rating, conduits entering from each direction, occupancy of conduits, and any equipment and slack loops contained in the enclosure. ●Field Inspection Maintenance Report – Smart Fiber Networks will provide a report detailing maintenance issues identified during the field inspections, including supporting photographs, descriptions of the issues, and detailed location information for each identified item. Inspection findings shall be based on NEC/NESC/Bellcore standards, as well as any City-specified standards or requirements. (Standards to be provide from Public Works).

Task 3: Perform in-field audits of City-owned splice enclosures Smart Fiber Networks will perform an audit of the City’s existing splice enclosures to document routing of individual fiber strands. This portion will include but not be limited to the following:
●Collect GPS coordinates of each splice location
●Inspect the physical condition of the enclosure and each fiber tray within the enclosure to note any damage or sub-standard workmanship
●Identify all cables present in the enclosure
●Identify the splice assignments of each cable in the enclosure by auditing each fiber tray in the enclosure
●Photograph the splice enclosure and fiber trays to support documentation of splice assignments and physical condition
●Add/update labeling for enclosures
●Correct any conflicting labeling issues found during inspection ●If label correction is not possible at that time, Smart Fiber Networks will provide an estimate for further action
●Document splicing location for unknown splice enclosures ●Close/re-seal and replace splice enclosures
A qualified fiber splicer will be present during the audit to ensure any damage and subsequent fiber outages are addressed in a timely manner. Smart Fiber Networks will perform audit work in pre-identified maintenance windows approved by the City to mitigate any critical service outages that may be incurred as a result of opening a City splice case. Audit crews are required to carry the appropriate spare gaskets and hardware on hand to ensure splice enclosures are re-sealed after use. Smart Fiber Networks shall be responsible for any and all traffic control required to complete this portion of the audit work. The Smart Fiber Networks shall contact Public Works and coordinate any traffic control safety measures.

Deliverables:
●Splice schematics – Smart Fiber Networks will generate and provide a master splicing diagram in an approved format. The master splicing diagram will display a logical layout of the fiber network detailing all inspected fiber segments, splice locations, and facilities connected to the network. Each fiber segment and splice location will be identified according to the designated City cable labeling scheme, cable count, and fiber strand allocations.
●Splice matrices – Smart Fiber Networks will provide individual splice matrices for each inspected splice location on the network in Visio/PDF format. Each splice matrix will visually depict ribbon/tube- level splice details. Each individual splice matrix will correspond to a matching enclosure location on the master splicing diagram, using the same labeling scheme established in coordination with the City.

Task 4: Perform on-site audits of City facilities to document in-building pathways and fiber terminations Smart Fiber Networks will perform an investigation of City-owned facilities to identify and document fiber termination locations, in-building fiber routing, and fiber termination panel usage. The team will also survey the fiber termination points at each City-owned facility connected to the network in order to identify currently active fibers, as well as to document and photograph physical aspects of the fiber termination. This portion will include but not be limited to the following:
●Record Facility address along with access information
●Identify points-of-entry (POEs) into each facility
●Document POE locations on building floor plan
●Record quantity / size for all City-owned conduits and fiber cables entering the building ●Photograph exterior entrance location, if visible Identify In-building cabling pathways ●Document conduit and cable pathway on building floor plan from POE to fiber termination location ●Record quantity / size for all City-owned conduits and fiber inside the building ●Document internal pull-box and slack locations, record sequential footage markings ●Label existing cables
●Document fiber termination location
●Document room number / location of termination
●Photograph all equipment racks or wall mounted enclosures housing the networks fiber terminations to support documentation
●Label equipment racks
●Document fiber strands terminated and corresponding termination panel port numbers (may require opening splice trays in termination panel and/or indoor splice enclosure/entrance cabinet) ●Inventory fiber termination panels
●Photograph each panel to support documentation
●Document each panels rack location / connector type / port count / labels ●Document panel usage for each fiber port
●Label fiber jumpers cables
●Label termination panels
Deliverables:
●Floor plan diagrams – Smart Fiber Networks will provide a floor plan diagram for each inspected facility connected to the network in approved format. Each diagram will illustrate the physical routing of all City-owned conduit and fiber from the POE to the termination location. ●Rack elevation diagrams – Smart Fiber Networks will provide detailed rack elevation drawings of all City-owned equipment racks inside the facility in the approved format. Each diagram will illustrate the physical configuration of each rack, along with labels for each piece of installed equipment.

Elevation drawings will be to scale, showing each piece of equipment’s rack unit allocation and available remaining rack units.
●Termination panel diagrams – Smart Fiber Networks will provide a fiber termination panel diagram for each inspected facility connected to the network in an approved format. Each diagram will illustrate the physical configuration of the termination panel, identify the connector type, identify which ports are utilized, and denote the far-end destination of each port.

Project Locations:

Segment 1
Central and south Downtown Vallejo, east along Solano and Springs to Columbus Pkwy Streets Involved: ALAMEDA STREET, AMADOR STREET, AVIAN DRIVE, COLUMBUS PARKWAY, CURTOLA PARKWAY, FLORIDA STREET, GEORGIA STREET, HUMBOLDT STREET, INTERSTATE 80 WESTBOUND,

MARIN STREET, MARIPOSA STREET, MAYWOOD DRIVE, MONTEREY STREET, OAKWOOD AVENUE,

ROLLINGWOOD DRIVE, SACRAMENTO STREET, SANTA CLARA STREET, SOLANO AVENUE, SONOMA BOULEVARD, SPRINGS ROAD, TENNESSEE STREET, YORK STREET.

Segment 2
Northern downtown, along Tennessee St, from Mare Island Way to Oakwood Ave Estimated Footage: 28,719 Linear Feet.

Streets Involved: ALABAMA STREET, AMADOR STREET, BROADWAY STREET, FLEMING AVENUE, HUMBOLDT STREET, INTERSTATE 80 WESTBOUND, MARE ISLAND WAY, MARIPOSA STREET,

OAKWOOD AVENUE, SANTA CLARA STREET, SOLANO AVENUE, SONOMA BOULEVARD, SPRINGS ROAD,

TENNESSEE STREET
Segment 3
Broadway, from the northern section just south of Hwy 37, down south to Florida St Estimated Footage: 28,687 Linear Feet.

Streets Involved: ALAMEDA STREET, AMADOR STREET, ASH STREET, BROADWAY STREET,

CALIFORNIA STREET, COUCH STREET, FLORIDA STREET, GARIBALDI DRIVE, MARINE WORLD

PARKWAY, REDWOOD STREET, SALA STREET, SERENO DRIVE, TENNESSEE STREET, VALLE VISTA

AVENUE, WINTER STREET
Segment 4
Central Vallejo, Redwood Parkway from Ascot Pkwy west towards Sonoma Blvd, to Valle Vista and Sacramento Street over to Hwy 37
Estimated Footage: 22,717 Linear Feet.

Streets Involved: ADMIRAL CALLAGHAN LANE, ALAMEDA STREET, BROADWAY STREET, CADLONI LANE, CONNECTING ROAD, COUCH STREET, DONCASTER DRIVE, EAST STATE ROUTE 37,

FAIRGROUNDS DRIVE, FAIRVIEW AVENUE, FOOTHILL DRIVE, GLENVIEW CIRCLE, HERMOSA AVENUE,

KATHY ELLEN DRIVE, MOORLAND STREET, REDWOOD PARKWAY, REDWOOD STREET, SACRAMENTO

STREET, SKYLINE DRIVE, SONOMA BOULEVARD, TROTTER DRIVE, TUOLUMNE STREET, VALLE VISTA AVENUE, WREN COURT.

Segment 5
Northernmost Vallejo West, Sonoma Blvd from Mini Drive, down to Sereno Drive.

Estimated Footage: 14,815 Linear Feet.

Streets Involved: BROADWAY STREET, FLAND WAY, KAISER ENTRANCE, LEWIS BROWN DRIVE, LEWIS

BROWN DRIVES, LEWIS BROWN DRIVE, MARINE WORLD PARKWAY, MEADOWS DRIVE, MINI DRIVE, SERENO DRIVE, SHARON STREET, SONOMA BOULEVARD, YOLANO DRIVE.

Segment 6
From Northernmost Vallejo East, Fairgrounds Drive and Corcoran Ave down south to Redwood Street.

Estimated Footage: 15,253 Linear Feet
Streets Involved: BORGES LANE, CONNECTING ROAD, CORCORAN AVENUE, EAST STATE ROUTE 37,

FAIRGROUNDS DRIVE, GATEWAY DRIVE, REDWOOD PARKWAY, REDWOOD STREET, SAGE STREET,

TAPER AVENUE, TUOLUMNE STREET, WHITNEY AVENUE
Segment 7
Waterfront, Mare Island Way just south of Hwy 37, down south to Maine Street, Sonoma Blvd from Curtola Pkwy south to Magazine Street
Estimated Footage: 30,415 Linear Feet.

Streets Involved: ALABAMA STREET, CAPITOL STREET, CARLSON STREET, CHERRY STREET, CITY

HALL ACCESS ROAD, CONNECTING ROAD, DANIELS AVENUE, FARRAGUT AVENUE, FLORIDA STREET,

GEORGIA STREET, HARBOR WAY, LEMON STREET, LIGHTHOUSE DRIVE, MAGAZINE STREET, MAINE

STREET, MARE ISLAND CAUSEWAY, MARE ISLAND WAY, RYDER STREET, SAN FRANCISCO-VALLEJO,

SANTA CLARA STREET, SOLANO AVENUE, SONOMA BOULEVARD, TENNESSEE STREET, WILSON

AVENUE, YORK STREET
Segment 8
NE Shopping Plaza, Admiral Callaghan ln from Redwood Parkway, north to Columbus and N. Ascot Estimated Footage: 14,4491 Linear Feet.

Streets Involved: ADMIRAL CALLAGHAN LANE, ASCOT COURT, ASCOT PARKWAY, AUTO CLUB WAY, AUTO MALL PARKWAY, BERKSHIRE LANE, COLUMBUS PARKWAY, CONNECTING ROAD, INTERSTATE 80

EASTBOUND, PLAZA DRIVE, REDWOOD PARKWAY, TURNER PARKWA
Segment 9
NE Redwood, Redwood Parkway from Ascot Pkwy to Columbus Parkway.

Estimated Footage: 8,302 Linear Feet.

Streets Involved: ASCOT PARKWAY, CABERNET DRIVE, CHENIN BLANC PLACE, COLUMBUS PARKWAY,

CONNECTING ROAD, EAGLE RIDGE DRIVE, HEADWATER DRIVE, OAKWOOD AVENUE, PENNY LANE,

REDWOOD PARKWAY, ROCKY SHORE DRIVE
Segment 10
Blue Springs, Columbus Pkwy from Blue Rock Springs Park, south to Georgia St Estimated Footage: 10,506 Linear Feet.

Streets Involved: ASCOT PARKWAY, COLUMBUS PARKWAY, GEORGIA STREET, HILARY WAY, LAKE

HERMAN ROAD
Segment 11
Rollingwood Dr, from Springs Road south to glen Cove Parkway and N. Regatta Drive Estimated Footage: 12,209 Linear Feet.

Streets Involved: BERMUDA LANE, CARROT LANE, GLEN COVE PARKWAY, GLEN COVE ROAD, INTERSTATE 780 EASTBOUND, INTERSTATE 780 WESTBOUND, LEWIS AVENUE, NEW BEDFORD DRIVE, ROBLES WAY, ROLLINGWOOD DRIVE, SPRINGS ROAD, WELLFLEET DRIVE.

Segment 12
South Central, Oakwood Ave from Springs Rd south to Georgia Street, Georgia Street east to Steffan Street, Steffan south to Laurel and Magazine Street
Estimated Footage: 12,050 Linear Feet
Streets Involved: ANNETTE AVENUE, CEDAR STREET, CONNECTING ROAD, GEORGIA STREET, LAUREL

STREET, MAGAZINE STREET, MAPLE AVENUE, OAKWOOD AVENUE, RUSSELL STREET, STEFFAN

STREET, WEBB STREET
Project Map
Segment 11
Segment 12
Segment 10
Segment 1
Segment 2
Segment 3
Segment 4
Segment 5
Segment 6
Segment 7
Segment 8
Segment 9
Map Legend

EXHIBIT B

COMPENSATION
Consultant’s Compensation.

Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed Six hundred and fifty-two thousand and sixty dollars and seventy-five cents $652,060.75.

Cost breakdown for each segment is listed in table below:

Vallejo Net Fiber Audit
Segment Location Estimated Footage
Covered
Audit Cost
Segment 1: 38,991 $107,225.25
Segment 2: 28,719 $78,977.25
Segment 3: 28,687 $78,889.25
Segment 4: 22,717 $62,471.75
Segment 5: 14,815 $40,741.25
Segment 6: 15,253 $41,945.75
Segment 7: 30,415 $83,641.25
Segment 8: 14,449 $39,734.75
Segment 9: 8,302 $22,830.50
Segment 10: 10,506 $28,891.50
Segment 11: 12,209 $33,574.75
Segment 12: 12,050 $33,157.30
TOTAL 237,113 (44 miles of
underground
infrastructure)
$652,060.75
Consultant shall notify City in writing no later than thirty (30) days prior to the estimated date when Consultant will have billed City the maximum payment amount permitted under this Agreement, and Consultant shall provide City with an estimate of the additional compensation required to complete the project.

Additional Services:

Additional Services are those services related to the scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

Consultant’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises.

Where a fixed fee for Additional Services is established by mutual Agreement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

Consultant’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Consultant for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.

Payments to Consultant.

Payments to Consultant shall be made within a reasonable time after receipt of Consultant’s invoice, said payments to be made in proportion to services performed. Consultant may request payment on a monthly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

All invoices submitted by Consultant shall contain the following information:
•Description of services billed under this invoice
•Date of Invoice Issuance
•Sequential Invoice Number
•City’s Purchase Order Number (if issued)
•Social Security Number or Taxpayer Identification Number •Amount of this Invoice (Itemize all Reimbursable Expenses”) •Total Billed to Date
Items shall be separated into Services and Reimbursable Expenses. Billings that do not conform to the format outlined above shall be returned to Consultant for correction. City shall not be responsible for delays in payment to Consultant resulting from Consultant’s failure to comply with the invoice format described above.

Request for payment shall be sent to:

Naveed Ashraf
Chief Innovation Officer & IT Director
Information Technology
555 Santa Clara Street
Vallejo, CA 94590
Accounting Records of Consultant. Consultant shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Consultant’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Consultant’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Consultant shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty four (24) hours notice.

The obligations of Consultant under this section shall survive this Agreement.

Taxes. Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

Taxpayer Identification Number. Consultant shall provide City with Consultant’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

EXHIBIT C

INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Consultant, their agents, representatives, or employees or subcontractors.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.

C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

D. Professional Liability insurance appropriate to the Consultant’s profession (Errors and Omission).

2. Minimum Limits of Insurance. Consultant shall maintain limits no less than:

A. General Liability: $2,000,000.00 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, coverage shall be twice the per occurrence amount.

B. Automobile Liability: $1,000,000.00 per accident for bodily injury and property damage.

C. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If Contractor is not subject to California Workers’ Compensation requirements, Contractor shall file a completed Request for Waiver of Workers’ Compensation Insurance Form which may be obtained from the City prior to commencing any activity authorized hereunder.

D. Professional Liability (Errors and Omission): Insurance appropriates to the Contractor’s profession with $1,000,000 combined single limit per occurrence, and annual aggregate.

3. Deductible and Self-Insured Retention. Any deductibles or self-insured retention must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. All SIRs must be disclosed to the City’s Risk Manager for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City.

4. Other Insurance Provisions.

A. Additional Insured Endorsements: The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased hired or borrowed by the Contractor. Additional Insured endorsements with respect to General Liability, Auto and Umbrella/Excess Insurance shall be attached to the Certificate of Insurance presented to the City.

B. 30 Days’ Notice of Cancellation Endorsements: Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

C. Waiver of Subrogation Rights Endorsement: The workers’ compensation policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Contractor’s performance under this Agreement.

The waiver of subrogation rights endorsement in favor of the City of Vallejo shall be attached to the Certificate of Insurance.

D. The limits of Insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess Insurance. Any umbrella or excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Vallejo before the City’s own Insurance or self-insurance shall be called upon to protect it as a named insured.

E. The insurance coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.

F. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

G. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

H. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

5. Acceptability of Insurers. The insurance is to be issued by companies licensed to do business in the State of California. The insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Contractor shall furnish the City with certificates of insurance and original endorsements. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. The City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. All verification of coverage and other insurance documents shall be mailed to the following address:

City of Vallejo
Attn: Risk Manager
555 Santa Clara Street
Vallejo, CA 94590

7. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

8. Payment Withhold. City will withhold payments to Consultant if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Consultant otherwise ceases to be insured as required.

CONSENT CALENDAR 8.G.

DATE: February 28, 2023
TO: Mayor and Members of the City Council
FROM: Melissa Tigbao, Public Works Director
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE

SECOND AMENDMENT TO THE DESIGN PROFESSIONAL SERVICES AGREEMENT (20-PW124) WITH CSG CONSULTANTS, INC. TO INCREASE THE CONTRACT AMOUNT BY $500,000 AND EXTEND THE TERM THROUGH SEPTEMBER 30, 2025

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute a Second Amendment to the Design Professional Services Agreement (20-PW124) with CSG Consultants, Inc. to increase the contract amount by $500,000 and extend the term through September 30, 2025.

REASONS FOR RECOMMENDATION
The ability to bring in consultants allows the Public Works Department to provide better customer service and better manage workload to deliver projects within allotted periods. CSG Consultants, Inc., is currently working on critical projects, such as the Navigation Center, and it is in the City’s best interest to retain them until project completion.

BACKGROUND AND DISCUSSION
CSG Consultants, Inc., provides engineering support for development plan reviews, project design, project management, and construction management services. On October 8, 2019, Council authorized the Design Professional Services Agreement (Agreement) for project management with CSG Consultants, Inc., for $400,000. On May 25, 2021, Council approved the First Amendment to the Agreement, increasing the not-to- exceed limit to $900,000. To date, the full amount of the contract (20-PW124) has been spent or is encumbered. The Agreement expires on September 30, 2023, without any available extension options.

CSG Consultants, Inc. is providing ongoing project and construction management support for projects including the Navigation Center Project, and its continued efforts will result in total payments to the company exceeding the current contract limit. Therefore, staff is requesting to increase the contract amount by $500,000 for a new total not to exceed $1,400,000.

Staff further requests the contract be extended to September 30, 2025 to ensure uninterrupted continuation of work through project completion.

FISCAL IMPACT
The proposed action to increase the agreement with CSG Consultant's, Inc., to the not-to-exceed amount of $1,400,000 will not have any direct impact on the General Fund. Funds to pay for as-needed consultant services will come from existing capital improvement project budgets.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably

Date: February 28, 2023
Subject: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE

SECOND AMENDMENT TO THE DESIGN PROFESSIONAL SERVICES
AGREEMENT (20-PW124) WITH CSG CONSULTANTS, INC. TO INCREASE THE CONTRACT AMOUNT BY $500,000 AND EXTEND THE TERM THROUGH SEPTEMBER 30, 2025

foreseeable indirect physical change in the environment, pursuant to CEQA Guideline Section 15378.

ATTACHMENTS

1. RESO 2nd Amend Design Professional Services Contract 20-PW124 - CSG_CAO Stamp

2. CSG Second Amendment to 20-PW124 Design Prof'l Svcs. Agreement 2.28.23_CAO Stamp

3. CSG First Amendment to 20-PW124 Design Prof'l Svcs. Agreement

4. FULLY EXECUTED CSG Design Svcs. Agreement 20-PW124

CONTACT
Melissa Tigbao, Public Works Director (707) 648-4433
[email protected]

RESOLUTION NO. 23-______ N.C.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING A

SECOND AMENDMENT TO THE DESIGN PROFESSIONAL SERVICES AGREEMENT (20-PW124) WITH CSG CONSULTANTS, INC.

WHEREAS, on October 8, 2019, Council authorized the Design Professional Services Agreement with CSG Consultants, Inc. for $400,000 to provide project management services for public works projects funded or partially funded with federal funds (“Agreement”); and
WHEREAS, on May 25, 2021, Council approved the First Amendment to the Agreement, increasing the contract amount to a not-to-exceed limit of $900,000; and WHEREAS, CSG Consultants, Inc. is providing ongoing project and construction management support for projects including the Navigation Center Project, and its continued efforts will result in total payments to the company exceeding the current contract limit; and WHEREAS, to ensure the continued management of the City’s projects, staff is seeking authorization for a Second Amendment to the Agreement to increase the contract amount to $1,400,000; and
WHEREAS, to ensure uninterrupted continuation of work through completion of currently assigned projects, staff is seeking to extend the term of the agreement to September 30, 2025.

NOW, THEREFORE BE IT RESOLVED that the City Manager is hereby authorized to execute the Second Amendment to the Design Professional Services Agreement between the City of Vallejo and CSG Consultants, Inc., thereby increasing the total contract amount to $1,400,000 and extending the term to expire on September 30, 2025, with any modifications recommended by the City Attorney and the City Clerk to attest the signing of the Amendment.

ADOPTED BY THE CITY COUNCIL OF THE CITY OF VALLEJO at a regular meeting held on February 28, 2023, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN
ATTEST

ROBERT H. MCCONNELL, MAYOR
DAWN G. ABRAHAMSON, CITY CLERK
Second Amendment to Agreement Between City of Vallejo and CSG Consultants, Inc. Page 1 of 7

SECOND AMENDMENT TO DESIGN PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF VALLEJO AND CSG CONSULTANTS, INC.

This Second Amendment to the Design Professional Services Agreement made and entered into on October 9, 2019, hereafter referred to as “Agreement”, between the CSG Consultants Inc., a California Corporation, therein referred to as “Consultant”, and the City of Vallejo, a municipal corporation, therein referred to as “City”, is made and entered into on this 28th day of February 2023.

Consultant and City do mutually agree as follows:

1. Replacement of Exhibit B. Exhibit B to the Agreement, “Compensation,” which includes “Attachment B-1,” is hereby amended and replaced in its entirety with a new Exhibit B and Attachment B-1, attached hereto and incorporated herein by this reference.

2. Revised Term of the Agreement. Paragraph 16 of the Agreement is hereby amended to read as follows:

The term of this Agreement shall commence on October 9, 2019, and shall continue in full force and effect until September 30, 2025.

3. Integration. The Agreement as modified by this Second Amendment contains the entire agreement between the parties with respect to its subject matter and supersedes whatever oral or written understanding they may have had prior to the execution of this Second Amendment. The Agreement and this Second Amendment shall not be amended or modified except by a written agreement executed by each of the parties. Except as specifically revised herein, all terms and conditions of the Agreement shall remain in full force and effect, and Consultant shall perform all duties, obligations and conditions required under the Agreement.

4. Inconsistencies. In the event of any conflict or inconsistency between the provisions of this Second Amendment and the Agreement, the provisions of this Second Amendment shall control in all respects.

5. Ambiguities. The parties have each carefully reviewed this Second Amendment and have agreed to each term of this Second Amendment. No ambiguity shall be presumed to be construed against either party.

6. Counterparts. This Second Amendment may be executed by the parties in one or more counterparts all of which collectively shall constitute one document and agreement.

7. Authority. The person signing this Second Amendment for Consultant hereby

Second Amendment to Agreement Between City of Vallejo and CSG Consultants, Inc. Page 2 of 7 represents and warrants that he or she is fully authorized to sign this Second Amendment on behalf of Consultant.

Second Amendment to Agreement Between City of Vallejo and CSG Consultants, Inc. Page 3 of 7 IN WITNESS WHEREOF, the parties have entered into this Second Amendment on the day and year first hereinabove appearing.

CSG CONSULTANTS, INC.,
a California corporation
BY:

Cyrus Kianpour
President
DATE:

Vallejo Business License No
(City Seal)

CITY OF VALLEJO,
a municipal corporation
BY:

Mike Malone
City Manager
DATE:

ATTEST:

Dawn G. Abrahamson
City Clerk
APPROVED AS TO CONTENT:

Melissa L. Tigbao
Public Works Director
APPROVED AS TO FORM:

Veronica A. F. Nebb
City Attorney
APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager
Exhibit B of First Amendment to Agreement Between City of Vallejo and CSG Consultants, Inc. Page 4 of 7 (Revised 01.2019)

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified in Attachment 1 of Exhibit B, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed One Million Four Hundred Thousand Dollars and Zero Cents [$1,400,000.00].

Consultant shall notify City in writing no later than thirty (30) days prior to the estimated date when Consultant will have billed City the maximum payment amount permitted under this Agreement, and Consultant shall provide City with an estimate of the additional compensation required to complete the project.

B. Additional Services:

1. Additional Services are those services related to the Scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

2. Consultant’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

2. Appropriate Billable Hourly Rates for Services and Additional Services.

Consultant’s billable hourly rates shall be as listed in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference.

3. Consultant’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Consultant for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.

4. Payments to Consultant.

A. Payments to Consultant shall be made within a reasonable time after receipt of Consultant’s invoice, said payments to be made in proportion to

services performed. Consultant may request payment on a monthly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the Exhibit B of First Amendment to Agreement Between City of Vallejo and CSG Consultants, Inc. Page 5 of 7 (Revised 01.2019)
monthly billings to the satisfaction of City.

B. All invoices submitted by Consultant shall contain the following information:

1. Description of services billed under this invoice

2. Name of Project

3. Date of Invoice Issuance

4. Sequential Invoice Number

5. City’s Purchase Order Number (if issued)

6. City Assigned Contract Number

7. Social Security Number or Taxpayer Identification Number

8. Amount of this Invoice (Itemize all Reimbursable Expenses”)

9. Total Billed to Date
C. Items shall be separated into Services and Reimbursable Expenses. Billings that do not conform to the format outlined above shall be returned to Consultant for correction. City shall not be responsible for delays in payment to Consultant resulting from Consultant’s failure to comply with the invoice format described above.

D. Invoices/Requests for payment shall be emailed to:

[email protected]
Invoice File Name shall be:

Company Name Inv # Inv Amount Inv Date

5. Accounting Records of Consultant. Consultant shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Consultant’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Consultant’s accounting practices. Consultant shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty four (24) hours notice.

Consultant shall email a monthly statement of invoices paid and unpaid to:

[email protected]
Statement File name shall be: Company Name Statement Month Year The obligations of Consultant under this section shall survive this Agreement.

6. Taxes. Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

Exhibit B of First Amendment to Agreement Between City of Vallejo and CSG Consultants, Inc. Page 6 of 7 (Revised 01.2019)

7. Taxpayer Identification Number. Consultant shall provide City with CONSULTANT’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

Attachment 1 of Exhibit B of First Amendment to Agreement Between City of Vallejo and CSG Consultants, Inc. Page 7 of 7 (Revised 01.2019)
ATTACHMENT 1 OF EXHIBIT B

FEE PROPOSAL
Firm: CSG Consultants, Inc.

Hourly Rates for Construction Management Services to Meet Scope of Work:

May 27, 2021 8:46 AM, 815046336
Contract and Routing Form

Date Originated:

Finance Department 555 Santa Clara Street Vallejo CA 707.648.4592 Department: Public Works Departments, Engineering
Staff Contact: Fernando Jimenez, [email protected] Contract Type: Amendment
Vendor: CSG Consultants, Inc. Vendor Number:101920
Business License Number: 11710565

Contract Not to Exceed Amount: 900000.00
Contract Start Date: May 25, 2021 End Date: Sep 30, 2022 Authority to Contract: City Council Date to Council: May 25, 2021 Other Comments:

This is the first amendment to the On-Call Federal Project Management contract with Public Works 20-PW124 originally approved by Vallejo City Council at $400,000.

Attachments are uploaded for review here: https://bit.ly/vContracts Approved Pre-Requisition Form
Original Agreement with any Amendments
Insurance
I have uploaded additional files.No
Contract and Routing Form
Signature Page
Department Initial Date Comment
Originating Department/Division
Risk Manager
Finance Director
City Attorney's Office
City Manager's Office
City Clerk

Return executed contract to: Fernando Jimenez

First Amendment to Agreement Between City of Vallejo and CSG Consultants, Inc. Page 1 of 3 (Revised 01.2019)

FIRST AMENDMENT TO AGREEMENT BETWEEN
CITY OF VALLEJO AND CSG CONSULTANTS INC.

This First Amendment to the Design Professional Services Agreement made and entered into on October 9, 2019, hereafter referred to as Agreement, between the CSG Consultants, Inc., a California Corporation, therein referred to as Consultant, and the City of Vallejo, a municipal corporation, therein referred to as City, is made and entered into on this 1st day of June, 2021.

Consultant and City do mutually agree as follows:

1. Amendment to Exhibit B Section 1.A. Exhibit B Section 1.A. of the Agreement shall be modified to read:

A. Services: City agrees to pay CONSULTANT, at the rate(s) specified in Attachment 1 of Exhibit B, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed Nine Hundred Thousand Dollars and Zero Cents [$900,000.00].

CONSULTANT shall notify City in writing no later than thirty (30) days prior to the estimated date when CONSULTANT will have billed City the maximum payment amount permitted under this Agreement, and CONSULTANT shall provide City with an estimate of the additional compensation required to complete the project.

2. Integration. This First Amendment contains the entire agreement between the parties with respect to its subject matter and supersedes whatever oral or written understanding they may have had prior to the execution of this First Amendment. This First Amendment shall not be amended or modified except by a written agreement executed by each of the parties. Except as specifically revised herein, all terms and conditions of the Agreement shall remain in full force and effect, and CONSULTANT shall perform all duties, obligations and conditions required under the Agreement.

3. Inconsistencies. In the event of any conflict or inconsistency between the provisions of this First Amendment and the Agreement, the provisions of this First Amendment shall control in all respects.

4. Ambiguities. The parties have each carefully reviewed this First Amendment and have agreed to each term of this First Amendment. No ambiguity shall be presumed to be construed against either party.

5. Counterparts. This First Amendment may be executed by the parties in one or more counterparts all of which collectively shall constitute one document and agreement.

6. Authority. The person signing this First Amendment for Consultant hereby represents and warrants that he or she is fully authorized to sign this First Amendment on behalf of Consultant.

First Amendment to Agreement Between City of Vallejo and CSG Consultants, Inc. Page 2 of 3 (Revised 01.2019)
(SIGNATURES ARE ON THE FOLLOWING PAGE)
First Amendment to Agreement Between City of Vallejo and CSG Consultants, Inc. Page 3 of 3 (Revised 01.2019)
IN WITNESS WHEREOF, the parties have entered into this First Amendment on the day and year first hereinabove appearing.

CSG CONSULTANTS, INC.,
a California Corporation

BY:

CYRUS KIANPOUR
President

DATE:

(City Seal)

CITY OF VALLEJO,
a municipal corporation

BY:

ANNE CARDWELL
Interim City Manager

DATE:

ATTEST:

DAWN G. ABRAHAMSON
City Clerk

APPROVED AS TO CONTENT:

TERRANCE DAVIS
Public Works Director

APPROVED AS TO FORM:

VERONICA A.F. NEBB
City Attorney

APPROVED AS TO INSURANCE:

ARMOND SARKIS
Risk Manager

CONSENT CALENDAR 8.H.

DATE: February 28, 2023
TO: Mayor and Members of the City Council
FROM: Michael Malone, City Manager
SUBJECT: AUTHORIZE MAYOR TO SIGN LETTERS EXPRESSING THE CITY OF VALLEJO’S SUPPORT FOR THE SOLANO TRANSPORTATION AUTHORTIY’S REBUILDING

AMERICAN INFRASTRUCTURE WITH SUSTAINABILITY AND EQUITY (RAISE) PROGRAM REQUEST FOR STATE ROUTE 37 / FAIRGROUNDS DRIVE INTERCHANGE

IMPROVEMENT PROJECT

RECOMMENDATION
Authorize the Mayor to sign four letters on behalf of the City of Vallejo, expressing the City’s support for the Rebuilding American Infrastructure with Sustainability and Equity (RAISE) Program Request for State Route 37 / Fairground Drive Interchange Improvement Project

REASONS FOR RECOMMENDATION
The Solano Transportation Authority (STA) is apply for $25 million to the United States Department of Transportation’s (USFOT) Rebuilding American Infrastructure with Sustainability and Equity (RAISE) 2023 competitive grant program for the State Route (SR) 37/Fairgrounds Drive Interchange Project (Project). This project is located in the City of Vallejo and will improve safety and operations without increasing the number of lanes in the interchange. This Project promotes the RAISE Program objectives to grow economies. Facilitate freight movement, improve reliable and affordable transportation options, and enhance health access and safety for residents. This Project is a win for local businesses, active transportation, equity, and connected communities’ enthusiasts.

By authorizing the Mayor to sign letters addressed to Secretary Peter Bultigieg, Senator Dianne Feinstein, Senator Alex Padilla, and Congressmen John Garamendi it will express the Vallejo City Council's support of the Project and the funding request.

BACKGROUND AND DISCUSSION
The Solano Transportation Authority (STA) is submitting an application to the United States Department of Transportation (USDOT) for the Rebuilding American Infrastructure with Sustainability and Equity (RAISE) 2023 competitive grant program for the State Route (SR) 37/Fairgrounds Drive Interchange Project (Project). The STA is requesting $25 million in RAISE 2023 grant funding for the construction of the Project. This Project promotes the RAISE Program objectives to grow economies, facilitate freight movement, improve reliable and affordable transportation options, and enhance health access and safety for residents. This Project will be a win for local businesses, activate transportation, equity, and connect communities’ enthusiasts.

Improvements for the Project include improving the SR37/Fairgrounds Drive Interchange by incorporating a Diverging Diamond Interchange (DDI) configurations; new pedestrian, as well as Class I and Class II bicycle infrastructures; and a transit hub. The innovative DDI design will improve safety and operations without increasing the number of lanes in the interchange area and the active transportation (AT) improvements will make it safer for non-vehicular users. The new transit hub will close first-and-last-mile destinations gaps and offer residents in

Date: February 28, 2023
Subject: AUTHORIZE MAYOR TO SIGN LETTERS EXPRESSING THE CITY OF VALLEJO’S SUPPORT FOR THE SOLANO TRANSPORTATION AUTHORTIY’S REBUILDING

AMERICAN INFRASTRUCTURE WITH SUSTAINABILITY AND EQUITY (RAISE) PROGRAM REQUEST FOR STATE ROUTE 37 / FAIRGROUNDS DRIVE

INTERCHANGE IMPROVEMENT PROJECT

Historically Disadvantaged Communities (HCDs) safer travel options to local and regional destinations. The Project is located in an HDC and Area of Persistent Poverty.

Additionally, this Project is anticipated to reduce greenhouse gas emissions and criteria pollutants. The DDI design will reduce stop-and-go traffic at the interchange and help reduce fuel consumption and the transit hub and AT improvements will promote mode-shift and help reduce vehicle miles traveled. Overall, this Project aligns with California’s Climate Action Plan for Transportation Infrastructure, which details how California will invest transportation funding dollars in combating and adapting to climate change, while supporting public health, and safety.

FISCAL IMPACT
There is no fiscal impact associated with this action.

ENVIRONMENTAL REVIEW
No impact.

ATTACHMENTS

1. 02282023 SR37& Fairgrounds LOS RAISE

2. 02282023 SR37& Fairgrounds LOS Community Project-Feinstein

3. 02282023 SR37& Fairgrounds LOS Community Project-Garamendi

4. 02282023 SR37& Fairgrounds LOS Community Project-Padilla

5. SR37_Fairgrounds Dr Fact Sheet

CONTACT
Michael Malone, City Manager (707) 648-4308
[email protected]

Office of the Mayor ∙ Robert H. McConnell ∙ 555 Santa Clara St., Second Floor ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4377

February 28, 2023

The Honorable Pete Buttigieg
Secretary of the United States Department of Transportation 1200 New Jersey Avenue, SE
Washington, DC 20590

RE: Rebuilding American Infrastructure with Sustainability and Equity (RAISE) Program Request for State Route 37 / Fairgrounds Drive Interchange Improvement Project

Dear Secretary Buttigieg:

On behalf of the City of Vallejo , I am writing to support the application of the Solano Transportation Authority (STA) to the United States Department of Tra nsportation’s (USDOT) Rebuilding American Infrastructure with Sustainability and Equity (RAISE) 2023 competitive grant program for the State Route (SR) 37/Fairgrounds Drive Interchange Project (Project).

The STA is requesting $25 million in RAISE 2023 gra nt funding for the construction of the Project. Improvements include improving the SR37/Fairgrounds Drive Interchange by incorporating a Diverging Diamond Interchange (DDI) configuration; new pedestrian, as well as Class I and Class II bicycle infrastruct ures; and a transit hub. The innovative DDI design will improve safety and operations without increasing the number of lanes in the interchange area. The active transportation (AT) improvements will make it safer for non -vehicular users.

Meanwhile, the new transit hub will close first -and-last-mile destinations gaps and offer residents in Historically Disadvantaged Communities (HDCs) more safer travel options to local and regional destinations. The Project is located in a HDC and Area of Persistent Poverty.

The Project is anticipated to reduce greenhouse gas emissions and criteria pollutants. First, the DDI design will reduce stop -and-go traffic at the interchange and help reduce fuel consumption. Second, the transit hub and AT improvements will promo te mode -shift and help reduce vehicle miles traveled. Overall, the Project aligns with California’s Climate Action Plan for Transportation Infrastructure, which details how California will invest transportation funding dollars in combating and adapting to climate change, while supporting public health,

SR37 & Fairgrounds-RAISE

safety, and equity.

This Project promotes the RAISE Program objectives to grow economies, facilitate freight movement, improve reliable and affordable transportation options, and enhance health access and safety for residents. This Project is a win for local businesses, active transportation, equity, and connected communities’ enthusiasts. We thank you for your consideration of this Project.

Sincerely,

Robert H. McConnell,
Mayor, City of Vallejo

RHM:er
cc:file

Office of the Mayor ∙ Robert H. McConnell ∙ 555 Santa Clara St., Second Floor ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4377

February 28, 2023
Sent Via Electronic Mail

The Honorable Dianne Feinstein
United States Senate
331 Hart Senate Office Building
Washington, D.C. 20510

RE: COMMUNITY PROJECT FUNDING REQUEST – State Route 37 / Fairgrounds Drive Interchange Improvement Project

Dear Senator Feinstein:

I am writing to express the City of Vallejo’s strong support for the State Route 37 / Fairground Drive Interchange Improvement Project . The Solano Transportation Authority (STA) is seeking $4 million in Community Project Funding. These funds would supplement the existing $23.5 million in acquired funding for a total project cost for the construction phase totaling $27.5 million. The Community Project Funds would be the “last money in” to complete the project budget and allow the construction phase of the project to proceed.

State Route 37 (SR37) and Fairgrounds Dr is a major connection point between Solano County, Napa, and American Canyon and connects commuters to jobs, students to education, and essential workers to their community. This Project will enhance mobility for residents of the most di verse city in the Bay Area, City of Vallejo, including the historically disadvantaged Crest Neighborhood . Transit depend ent riders taking either local transit services or the SolanoExpress regional transit service will benefit from more dependable and more reliable service provided by the improvements to the SR37/Fairgrounds Dr Interchange, which will reduce congestion and improve safety.

The Project will improve the safe ty of multi-modal (pedestrian and bicycle) access to Six Flags Discovery Kingdom, whi ch is the largest youth employer for all of Solano County.

Fairgrounds Drive will also be the main artery to c onnect to the Solano 360 Project . Solano 360 will r edevelop 112 ac res of the Solano Fairgrounds into affordable housing, grocery

SR37 & Fairgrounds-Community Project Funding: Feinstein

shopping, mixed -use transit-oriented development, and will add a new state-of-the-art community event center.

This Project is a Regional Transportation Plan priority project identified by the STA and is listed in the Federal Transportation Improvement Program by the Metrop olitan Transportation Commission (MTC). It is supported by community business owners, city and regional government, bicycle and pedestrian advocates, regional transportation pl anning agencies and the California Department of Transportation.

The STA feels that this project promotes the stated objectives of Community Project Funding to grow economies, facilitate freight movement, improve reliable and affordable transportation options, and enhance health access and safety for residents. This project is a win for local businesses, active transportation and connected communities enthusiasts! We thank you for your consideration of this project.

Sincerely,

Robert H. McConnell,
Mayor, City of Vallejo

RHM:er
cc:file

Office of the Mayor ∙ Robert H. McConnell ∙ 555 Santa Clara St., Second Floor ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4377

February 28, 2023
Sent Via Electronic Mail

The Honorable John Garamendi
U.S. House of Representatives
2004 Rayburn House Office Building
Washington, DC 20515

RE: COMMUNITY PROJECT FUNDING REQUEST – State Route 37 / Fairgrounds Drive Interchange Improvement Project

Dear Congressmember Garamendi:

I am writing to express the City of Vallejo’s strong support for the State Route 37 / Fairground Drive Interchange Improvement Project . The Solano Transportation Authority (STA) is seeking $4 million in Community Project Funding. These funds would supplement the existing $23.5 million in acquired funding for a total project cost for the construction phase totaling $27.5 million. The Community Project Funds would be the “last money in” to complete the project budget and allow the construction phase of the project to proceed.

State Route 37 (SR37) and Fairgrounds Dr is a major connection point between Solano County, Napa, and American Canyon and connects commuters to jobs, students to education, and essential workers to their community. This Project will enhance mobility for residents of the most di verse city in the Bay Area, City of Vallejo, including the historically disadvantaged Crest Neighborhood . Transit depend ent riders taking either local transit services or the SolanoExpress regional transit service will benefit from mo re dependable and more reliable service provided by the improvements to the SR37/Fairgrounds Dr Interchange, which will reduce congestion and improve safety.

The Project will improve the safe ty of multi-modal (pedestrian and bicycle) access to Six Flags Discovery Kingdom, whi ch is the largest youth employer for all of Solano County.

Fairgrounds Drive will also be the main artery to c onnect to the Solano 360 Project . Solano 360 will r edevelop 112 ac res of the Solano Fairgrounds into affordable housing, gro cery

SR37 & Fairgrounds-Community Project Funding: Garamendi

shopping, mixed -use transit-oriented development, and will add a new state-of-the-art community event center.

This Project is a Regional Transportation Plan priority project identified by the STA and is listed in the Federal Transportation Improvement Program by the Metropolitan Transportation Commission (MTC). It is supported by community business owners, city and regional government, bicycle and pedestrian advocates, regional transportation pl anning agencies and the California Department of Transportation.

The STA feels that this project promotes the stated objectives of Community Project Funding to grow economies, facilitate freight movement, improve reliable and affordable transportation options, and enhance health access and safety for residents. This project is a win for local businesses, active transportation and connected communities enthusiasts! We thank you for your consideration of this project.

Sincerely,

Robert H. McConnell,
Mayor, City of Vallejo

RHM:er
cc:file

Office of the Mayor ∙ Robert H. McConnell ∙ 555 Santa Clara St., Second Floor ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4377

February 28, 2023
Sent Via Electronic Mail

The Honorable Alex Padilla
United States Senate
B03 Russell Senate Office Building
Washington, DC 20510

RE: COMMUNITY PROJECT FUNDING REQUEST – State Route 37 / Fairgrounds Drive Interchange Improvement Project

Dear Senator Padilla:

I am writing to express the City of Vallejo’s strong support for the State Route 37 / Fairground Drive Interchange Improvement Project . The Solano Transportation Authority (STA) is seeking $4 million in Community Project Funding. These funds would supplement the existing $23.5 million in acquired funding for a total project cost for the construction phase totaling $27.5 million. The Community Project Funds would be the “last money in” to complete the project budget and allow the construction phase of the project to proceed.

State Route 37 (SR37) and Fairgrounds Dr is a major connection point between Solano County, Napa, and American Canyon and connects commuters to jobs, students to education, and essential workers to their community. This Project will enhance mobility for residents of the most di verse city in the Bay Area, City of Vallejo, including the historically disadvantaged Crest Neighborhood . Transit depend ent riders taking either local transit services or the SolanoExpress regional transit service will benefit from more dependable and more reliable service provided by the improvements to the SR37/Fairgrounds Dr Interchange, which will reduce congestion and improve safety.

The Project will improve the safe ty of multi-modal (pedestrian and bicycle) access to Six Flags Discovery Kingdom, whi ch is the largest youth employer for all of Solano County.

Fairgrounds Drive will also be the main artery to c onnect to the Solano 360 Project . Solano 360 will r edevelop 112 ac res of the Solano Fairgrounds into affordable housing, grocery shopping, mixed -use transit-oriented development, and will add a new state-of-the-art community event center.

SR37 & Fairgrounds-Community Project Funding: Padilla

This Project is a Regional Transportation Plan priority project identified by the STA and is listed in the Federal Transportation Improvement Program by the Metrop olitan Transportation Commission (MTC). It is supported by community business owners, city and regional government, bicycle and pedestrian advocates, regional transportation pl anning agencies and the California Department of Transportation.

The STA feels that this project promotes the stated objectives of Community Project Funding to grow economies, facilitate freight movement, improve reliable and affordable transportation options, and enhance health access and safety for residents. This project is a win for local businesses, active transportation and connected communities enthusiasts! We thank you for your consideration of this project.

Sincerely,

Robert H. McConnell,
Mayor, City of Vallejo

RHM:er
cc:file

City of Vallejo
Improves mobility equity for the
most diverse city in the Bay Area,
City of Vallejo, including the
historically disadvantaged Crest
Neighborhood
Solano & Napa County
Connects commuters and
students to jobs, education, and
essential trips in and around
American Canyon, Napa County
and Solano County Diverging Diamond
Innovative design will improve
safety, ease congestion, and be
more cost effective than full
interchange reconstruction
Connecting the historically
disadvantaged community to
regional transit, largest youth
employer in the county (Six Flags),
and to the greater Vallejo area.

Disadvantaged Community
Population
Solano 360
Redevelopment of 112 acre
Solano Fairgrounds for
affordable housing, grocery
shopping, mixed-use transit
oriented development, and
state-of-the art community
event center
Six Flags
Discovery Kingdom
Provides multi-modal (pedestrian
and bicycle) access to the largest
youth employer for all of Solano
County
State Route 37 &
Fairgrounds Drive
Interchange Improvements Project
Increases access to regional and local transit
options such as SolanoExpress, San Francisco
Bay Area Ferry, SolTrans, and Napa Vine
Increases access to regional and
local transit options such as
SolanoExpress, San Francisco Bay
Area Ferry, SolTrans, and Napa
Vine
Disadvantaged Community
Population
Project Description
Widen Fairgrounds Drive to include additional northbound through and right turn lanes
Reconstruct the State Route 37/Fairgrounds Drive Interchange into a Diverging Diamond (DDI) Configuration
Improve pedestrian and bicycle access by providing continuous Class II bicycle lanes and pedestrian facilities throughout the length of the project Construction is ready and cost for construction is $24M Purpose and Need
Relieve existing and forecasted congestion and improve traffic operations on local roadway network for approved redevelopment and planned land use in the area Improve safety for all modes of transportation - especially for pedestrians, bicycles, and scooters
Improve mobility equity for Disadvantaged Community population Provide improved access to large attractions such as Six Flags and the future Solano 360 development, as well as local and regional bus service to the workplaces of the San Francisco Bay Area, Napa County, and Vallejo
State Route 37 &
Fairgrounds Drive
Crest
Neighborhood
To SacramentoTo American
Canyon
To Carquinez Bridge
Interchange Improvements Project

ACTION ITEM 9.A.

DATE: February 28, 2023
TO: Mayor and Members of the City Council
FROM: Dawn G. Abrahamson, City Clerk
SUBJECT: ADOPT RESOLUTION MAKING APPOINTMENTS TO VARIOUS CITY BOARDS AND

COMMISSIONS AND TO THE SOLTRANS PUBLIC ADVISORY COMMITTEE

RECOMMENDATION
Adopt a Resolution making appointments to the following boards, commissions and committees:

1. Appointments to the Architectural Heritage & Landmarks Commission (AHLC) to fill 4 vacancies

2. Appointment to the Code Enforcement Appeals Board (CEAB) to fill 1 vacancy

3. Appointment to the Commission on Culture + the Arts (CAC) to fill 1 vacancy

4. Appointment to the Economic Vitality Commission (EVC) to fill 2 vacancies

5. Appointments to the Housing & Community Development Commission (HCDC) to fill 2 vacancies

6. Appointments to the Human Relations Commission (HRC) to fill 3 vacancies

7. Appointments to the Participatory Budgeting Steering Committee (PBSC) to fill 2 members and 3 alternate vacancies

8. Appointments to the Surveillance Advisory Board (SAB) for Districts 2 and 5

9. Appointments to the SolTrans Public Advisory Committee for 2 vacancies

REASONS FOR RECOMMENDATION
A number of vacancies on City Commissions exist, including two vacancies to the SolTrans Public Advisory Committee. Interviews were conducted at Special City Council meetings held January 31 and February 6 and 7, 2023.The majority of applicants attended and participated in the interviews. According to the City Council's procedure for selecting commissioners, appointments shall be made at the next regular meeting following the conclusion of the special meeting, which would have been February 14. Appointments were delayed to the February 28 regular Council meeting since the February 14 agenda packet was published shortly after the last applicant interview date.

BACKGROUND AND DISCUSSION
On January 9, 2023, a press release was issued about a number of continued vacancies for specific standing City Commissions and vacancies on the SolTrans Public Advisory Committee. A separate press release was issued on January 6 related to Districts 2, 4 and 5 vacancies on the Surveillance Advisory Board (SAB). The application filing period for all vacancies ended at the close of business on January 20, 2023. Both notices were posted on the City's various social media platforms.

A number of vacancies on City Boards and Commissions, including the District 4 appointment to the SAB and a Vallejo representative to the Solano County Library Advisory Council still remain. The application filing period has been reopened and will remain open until a sufficient number of applications are received.

Applicant interviews were conducted by Council for the SAB, Architectural, Heritage & Landmarks, Culture & the Arts, Economic Vitality, Housing & Community Development, Human Relations Commissions, Code

Date: February 28, 2023
Subject: ADOPT RESOLUTION MAKING APPOINTMENTS TO VARIOUS CITY BOARDS AND

COMMISSIONS AND TO THE SOLTRANS PUBLIC ADVISORY COMMITTEE

Enforcement Appeals Board, PBSC and the SolTrans Public Advisory Committee on January 31 and February 6 and 7, 2023. The majority of the applicants participated in the interviews. No appointments were made at these special meetings.

Applicants must attend and be interviewed in order to be considered for appointment. Those applicants who participated in the interview process are presented to the City Council for its consideration.

Copies of applications for these commissions have been provided to the Mayor and City Council and copies are available for review in the Office of the City Clerk.

Architectural Heritage & Landmarks Commission
Chapter 2.48 of the Vallejo Municipal Code provides for an AHLC to consist of seven members who shall be residents of the City. To be eligible for appointment to the commission, an individual must have a demonstrated talent or interest in aesthetics, architectural design, and cultural heritage, either through background, experience, training, education, or occupation.

Presently there are 4 vacancies with terms expiring on December 31, 2026. Two applications were received and both participated in the interviews with the City Council on February 6, 2023. The two applicants are presented to the City Council for its consideration. If the City Council chooses to appoint the applicants to fill 2 out of 4 vacancies, it is recommended that the terms commence from the date of appointment and expire on December 31, 2026.

Code Enforcement Appeals Board
Chapter 2.49 of the Vallejo Municipal Code provides for a CEAB to consist of seven members who shall be residents of the City.

Due to a term expiring on 12/31/22, a vacancy exists. Four applications were received and three participated in the interviews with the City Council on February 6, 2023.The 3 applicants are presented to the City Council for its consideration. If the City Council chooses to make an appointment to fill the vacancy, the appointment shall be made for a term to commence from the date of appointment and expire on December 31, 2026.

Commission on Culture & the Arts
Chapter 2.32 of the Vallejo Municipal Code currently provides for a Commission on Culture & the Arts to consist of seven members who shall be residents of the City.

Due to a term expiring on 12/31/22, a vacancy exists. Four applications were received and three participated in the interviews with the City Council on February 7, 2023. The 3 applicants are presented to the City Council for its consideration. If the City Council chooses to make an appointment to fill the vacancy, the appointment shall be made for a term to commence from the date of appointment and expire on December 31, 2026.

Economic Vitality Commission
Chapter 2.36 of the Vallejo Municipal Code currently provides for an EVC to consist of seven members who shall be either residents of the City or an employee or owner of a business with a Vallejo business license.

Presently there are two vacancies with terms expiring on June 30, 2023. Six applications were received and 3 applicants attended and participated in the interviews with the City Council on February 6, 2023. The 3 applicants are presented to the City Council for its consideration. If the City Council chooses to appoint to fill the 2 vacancies, the appointments shall be made for terms to commence from the date of appointment and expire on June 30, 2023.

Date: February 28, 2023
Subject: ADOPT RESOLUTION MAKING APPOINTMENTS TO VARIOUS CITY BOARDS AND

COMMISSIONS AND TO THE SOLTRANS PUBLIC ADVISORY COMMITTEE

Housing & Community Development Commission
Chapter 2.46 of the Vallejo Municipal Code currently provides for an HCDC to consist of seven members who shall be residents of the City.

Presently there are two vacancies with 1 term expiring on June 30, 2023 and the other term expiring on June 30, 2025. Three applications were received and two applicants attended and participated in the interviews with the City Council. The t.wo applicants are presented to the City Council for its consideration. If the City Council chooses to appoint to fill the 2 vacancies, one appointment shall be made for a term to commence from the date of appointment and expire on June 30, 2023 and the other appointment shall be made for a term to commence from date of appointment and expire on June 30, 2025.

Human Relations Commission

Chapter 2.40 of the Vallejo Municipal Code provides for a HRC to consist of seven members who shall be residents of the City.

Presently there are three vacancies with 1 term expiring on June 30, 2025 and two terms expiring on June 30, 2026. Five applications were received and one applicant attended and participated in the interviews with the City Council on February 6, 2023. The applicant is presented to the City Council for its consideration. If the City Council chooses to make an appointment to fill one of the 3 vacancies, the appointment shall be made for a term commencing from the date of appointment and expiring either on June 30, 2025 or June 30, 2026.

Participatory Budgeting Steering Committee
The PBSC collaborates with staff to facilitate the PB process, which includes recommending process guidelines and project eligibility, conducting outreach with diverse communities, and evaluating the PB process. Members meet with staff once a month to ensure that PB is transparent, fair and inclusive. The committee has 11 seats, comprised of organizational and at-large members. Committee members serve for two, 12-month cycles of Vallejo's PB process.

Presently there are 2 member and three alternate member vacancies. Three applications were received for Council consideration and all three applicants attended and participated in the interviews with the City Council on February 7, 2023. The 3 applicants are at-large applicants and are presented to the City Council for its consideration. If the City Council chooses to make appointments to fill the vacancies, two member and one alternate member appointments shall be made for terms to commence from date of appointment for two, 12- month cycles of Vallejo's PB process, expiring on June 30, 2024.

Surveillance Advisory Board
Chapter 2.27 of the Vallejo Municipal Code currently provides for an SAB to consist of seven members, one from each council district and one at large member appointed by the Mayor.

With the seating and installation of new Councilmembers in Districts 2, 4 and 5 of the City, three seats are slated for new appointments by the newly seated Councilmembers. New members will be appointed by their districts seated Councilmember, District 2 Councilmember Matulac, District 4 Councilmember Palmares and District 5 Councilmember Bregenzer. The term for each appointed member will be tied to the term of the appointed Council member.

Four applications for District 2 , one application for District 4 and three applications for District 5 were received.

All four District 2 applicants attended and participated in the interviews with Councilmember Matulac and members of the City Council on January 31 and February 7. The one District 4 applicant was interviewed by the City Council on February 7. Two District 5 applicants attended and participated in the interviews with Date: February 28, 2023
Subject: ADOPT RESOLUTION MAKING APPOINTMENTS TO VARIOUS CITY BOARDS AND

COMMISSIONS AND TO THE SOLTRANS PUBLIC ADVISORY COMMITTEE

Councilmember Bregenzer and the City Council on January 31 and February 7.

The applicants for Districts 2 and 5 are presented to Councilmembers Matulac and Bregenzer for their consideration. Councilmember Palmares has expressed a desire to leave the application filing period open for District 4 and residents in District 4 are encouraged to complete and submit an application for consideration in being appointed as the District 4 member to the SAB.

The appointment process for Councilmembers Matulac and Bregenzer with term of office is as follows:
• Councilmember Matulac, District 2 appointment for a term to expire 1/5/27. • Councilmember Bregenzer, District 5 appointment for a term to expire 1/5/27

SolTrans Public Advisory Committee
On July 1, 2011 Solano County Transit (SolTrans) officially took over the public transit programs from the cities of Vallejo and Benicia. SolTrans was formed in November 2010 to build a unified public transit system in southern Solano County. The first step included combining Vallejo Transit, Vallejo Runabout, and Benicia Breeze. SolTrans has a six member Board of Directors with four City Council members from Benicia and Vallejo and two members from regional planning agencies boards of directors, MTC, and the Solano Transportation Authority (STA). The Joint Powers Agreement established the creation of a Public Advisory Committee (PAC). Each member agency will appoint three members of the public with demonstrated expertise or special interest in, transit issues and who reside within the boundaries of the agencies that they represent. The PAC will serve as an advisory commitee to the SolTrans Board and will review and comment to the Board on the following matters:

1. Service and fare adjustments.

2. Development of Short Range Transit Plans.

3. Review SolTrans' annual work plan.

In keeping with the appointments of City Boards and Commissions, it is recommended that Vallejo's representatives be appointed for a term of four years.

Currently there are rwo vacancies representing the City of Vallejo on the PAC. Two applications were received and one applicant attended and participated in the interviews held on February 7 with the City Council. The applicant is presented to the City Council for its consideration. If the City Council chooses to make appointments to fill one of the two vacancies, the appointment shall be made for a term commencing from date of appointment and expire on December 31, 2026.

Pursuant to the City Council's procedure for selecting commissioners, only interviews were conducted at the special meetings held on January 31 and February 6 and 7. Appointments to these advisory bodies are before the City Council this evening for consideration.

FISCAL IMPACT
There is no fiscal impact associated with filling vacancies to standing commissions.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guidelines section 15378.

Date: February 28, 2023
Subject: ADOPT RESOLUTION MAKING APPOINTMENTS TO VARIOUS CITY BOARDS AND

COMMISSIONS AND TO THE SOLTRANS PUBLIC ADVISORY COMMITTEE

ATTACHMENTS

1. Making Appointments to Various Commissions_022823 CAO Stamp

2. List of Eligible Applicants_022823

CONTACT
Dawn G. Abrahamson, City Clerk (707) 648-4527
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 23- N.C.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO MAKING

APPOINTMENTS TO VARIOUS BOARDS, COMMISSIONS, AND COMMITEES WHEREAS, the Vallejo City Council has established various boards and commissions and such boards may be advisory, policy, appellate and/or rule making; and WHEREAS, members of these boards, committees, and commissions shall be appointed by the City Council and vacancies shall be filled for the unexpired portion of the term in the same manner as the original appointment pursuant to the Vallejo Municipal Code; and WHEREAS, section 2.26.030 of the Vallejo Municipal Code provides that the term of office of each member appointed by the City Council shall be for four years, except as otherwise provided by ordinance or resolution, and that terms of members shall be staggered so that the number of terms expiring annually shall be approximately equal; and WHEREAS, there currently exist vacancies on the boards and commissions, and WHEREAS, Chapter 2.27 of the Vallejo Municipal Code establishes a Surveillance Advisory Board that shall consist of seven members with membership consisting of one resident of Vallejo appointed by each sitting council member such member to reside within the appointing council member’s district and one resident appointed by the Mayor residing at large; and WHEREAS, due to the seating of new Councilmembers in Districts 2, 4 and 5, 3 vacancies exist and the City Council reviewed applications and conducted interviews and the sitting councilmembers in Districts 2 and 5 are prepared to make an appointment; and WHEREAS, pursuant to section 2.02.350 of the Vallejo Municipal Code, the City Clerk has published notices of these vacancies, received applications of interest, and delivered to the City Council all applications submitted; and
WHEREAS, the City Council reviewed the applications submitted and has conducted interviews.

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

The following persons are appointed to the Architectural Heritage & Landmarks Commission – 4 vacancies (terms to expire 12/31/26):

1. _________________________ - term to expire 12/31/26

2. _________________________ - term to expire 12/31/26
The following persons are appointed to the Code Enforcement Appeals Board – 1 vacancy (term to expire 12/31/26):

1. __________________________ - term to expire 12/31/26 The following person is appointed to the Culture & Arts Commission – 1 vacancy (term to expire 12/31/26):

1. _________________________ - term to expire 12/31/26
The following persons are appointed to the Economic Vitality Commission – 2 vacancies (terms to expire 6/30/23):

1. ________________________ - term to expire 6/30/23

2. ________________________ - term to expire 6/30/23
The following persons are appointed to the Housing & Community Development Commission – 2 vacancies (1 term to expire 6/30/23 and 1 term to expire 6/30/25):

1. _________________________ - term to expire 6/30/23

2. _________________________ - term to expire 6/30/25
The following persons are appointed to the Human Relations Commission – 3 vacancies (1 term to expire 6/30/25 and 2 terms to expire 6/30/26):

1. _________________________ - term to expire 6/30/25
The following persons are appointed to the Participatory Budgeting Steering Committee – 2 member and 3 alternate vacancies (all terms to expire 6/30/24):

1. _____________________________ - term to expire 6/30/24

2. _____________________________ - term to expire 6/30/24

3. _____________________________ - term to expire 6/30/24 The following District 2 person is appointed to the Surveillance Advisory Board by Councilmember Matulac (term to expire 1/5/27):

1. The following District 5 person is appointed to the Surveillance Advisory Board by Councilmember Bregenzer (term to expire 1/5/27):

1. The following person is appointed to the SolTrans Public Advisory Committee – 2 vacancies (terms to expire 12/31/26)

1. _________________________ - term to expire 12/31/26
Adopted by the City Council of the City of Vallejo at a regular meeting held on February 28, 2023 with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST:

______________________________________
DAWN G. ABRAHAMSON, CITY CLERK
*Current Commissioner
List of Eligible Applicants
February 28, 2023
Architectural Heritage & Landmarks Commission – 4 vacancies (terms to expire 12/31/26) Angela McDonald*
Annalissa Quismorio
Code Enforcement Appeals Board – 1 vacancy (term to expire 12/31/26) Rafael Mariscal
Vanessa Pilate
Edward Talyor*
Commission on Culture & the Arts – 1 vacancy (term to expire 12/31/26) Andrea Hernandez*
Janet Martinez-Eliot
Annalissa Quismorio
Economic Vitality Commission – 2 vacancies (terms to expire 6/30/23) Roberto Hernandez
Rob’Lena (Shay) Miles
Tiffany Tatum
Housing & Community Development Commission – 2 vacancies (1 term to expire 6/30/23 and 1 term to expire 6/30/25)
Tonia Lediju
Dennis Patrick
Human Relations Commission – 3 vacancies (1 term to expire 6/30/25 and 2 terms to expire 6/30/26)
Melvin Jones
Surveillance Advisory Board – 1 District 2, 1 District 4 and 1 District 5 vacancies (all 3 District terms to expire 1/5/27)
District 2 Applicants
Jasmine Chisley
Courtney Davis
Crystrial Polio
Anthoney Stewart
*Current Commissioner
District 5 Applicants
Jose (Joey) Carrizales
Mike Moreno
Participatory Budgeting Steering Committee – 2 member and 3 alternate vacancies (terms to expire 6/30/24)
Kimberly Franco (at-large)
Andrea Germaine (at-large)
Jonathan Keith (at-large)
SolTrans Public Advisory Committee – 2 vacancies (terms to expire 12/31/26) Andrea Germaine
ACTION ITEM 9.B.

DATE: February 28, 2023
TO: Mayor and Members of the City Council
FROM: Gillian Hayes, Assistant City Manager
Michael Nimon, Economic Development Director
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A

PURCHASE AND SALE AGREEMENT WITH THE VALLEJO CITY UNIFIED SCHOOL DISTRICT TO ACQUIRE THE FORMER GRANT SCHOOL PROPERTY LOCATED AT 740

FIFTH STREET IN VALLEJO AND FINDING THE ACQUISITION ALONE EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTIONS 15301 (EXISTING FACILITIES) AND 15312 (SURPLUS

GOVERNMENT PROPERTY SALES)

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute the Purchase and Sale Agreement with the Vallejo Unified School District for the acquisition of real property located at 740 Fifth Street in Vallejo and finding the acquisition alone exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Sections 15301 (Existing Facilities) and 15312 (Surplus Government Property Sales)

REASONS FOR RECOMMENDATION
Acquisition of the subject site furthers the following General Plan policy goals for Economy, Education, and Training:
• EET-1 Strong, Stable, and Diverse Economy: cultivate a strong, stable, and diverse local economy • EET 1.8 Public Investment: leverage public investments to enhance Vallejo’s economic vitality, and invest resources in ways that ensure that Vallejo is a healthy, safe, and engaged community, and • EET 1.10 Public Land: improve City-owned land and properties to stimulate private investment in employment and high-quality commercial, residential, and mixed-use development

BACKGROUND AND DISCUSSION
The Vallejo City Unified School District has proposed to sell the former Grant School site located at 740 Fifth Street in Vallejo (APN 0061-124-010). The District obtained an appraisal report which determined, as of May 15, 2020, that the fair market value of the property on an as-is basis was $300,000. The property consists of approximately 2.63 acres of improved real property with an existing building formerly used as a school and is located adjacent to the existing City of Vallejo Fire Station No. 22. The site is surrounded on the other three sides by single family residential.

South Vallejo has historically been an area with limited city services. This acquisition of the site will provide an opportunity to provide new services to the South Vallejo community. Potential services could include expansion of the Fire Station, a partnership with a non-profit to provide services, mixed use, or provision of affordable housing, among others. A decision regarding a specific use of the site will require further consideration of the citywide facilities planning framework, community input, necessary entitlements depending on the proposed use and environmental review in compliance with the California Environmental Quality Act (CEQA).

Date: February 28, 2023
Subject: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A

PURCHASE AND SALE AGREEMENT WITH THE VALLEJO CITY UNIFIED

SCHOOL DISTRICT TO ACQUIRE THE FORMER GRANT SCHOOL PROPERTY LOCATED AT 740 FIFTH STREET IN VALLEJO AND FINDING THE ACQUISITION

ALONE EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTIONS 15301 (EXISTING FACILITIES) AND 15312 (SURPLUS GOVERNMENT PROPERTY SALES)

The current zoning on the site is Residential Medium Density (RMD). The total building square footage on the site is 2,000 but the appraisal considered the site's highest and best use to be residential, so it did not value the existing buildings in the analysis. The cost to remove or rehabilitate the site is presumed to be equal to or greater than the market value of the property, so the parties have agreed that the purchase price will be zero. The $1 Million of American Rescue Plan Act (ARPA) funding allocated by City Council for this property and Crest school will be used to initiate the process of gathering input and outlining a path for intended future use.

NEXT STEPS
If authorized, staff will execute the purchase and sale agreement to open escrow within thirty days following seller’s acceptance of buyer’s bid proposal to purchase the property. At that point, the City will conduct due diligence and closing will take place within 30 days of the expiration of the due diligence period which includes a Phase 1 environmental report. Upon the completion of the acquisition process, staff will evaluate the best use within the context of citywide facilities planning, including an assessment for adaptive reuse versus demolition, and bring it forward to the City Council and the community for input on options for future use.

FISCAL IMPACT
Depending on the yet to be determined future use of the property, the fiscal impact of the acquisition will be at minimum $300,000, using existing ARPA funds.

ENVIRONMENTAL REVIEW
Because the future use of this site remains speculative at this point, environmental review under CEQA is premature. The City's determination regarding any future use of the site shall be conditioned on compliance with CEQA. Until such time as future uses are determined and CEQA review of those uses is complete, the property site will remain as is. The acquisition itself is therefore exempt pursuant to CEQA Guidelines Sections 15301, Existing Facilities, and 15312, Surplus Government Property Sale.

ATTACHMENTS

1. Resolution Approving Purchase and Sale Agreement for Grant School_CEQA_Findings_CAO Stamp

2. Exhibit A to Resolution_ Grant Purchase and Sale Agreement_clean copy GH 2.7.23

CONTACT
Gillian Hayes, Assistant City Manager (707) 648-4163
[email protected]

RESOLUTION NO. 23-_______

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

AUTHORIZING THE CITY MANAGER TO EXECUTE THE PURCHASE AND

SALE AGREEMENT WITH THE VALLEJO CITY UNIFIED SCHOOL DISTRICT

FOR ACQUISITION OF THE FORMER GRANT SCHOOL PROPERTY
LOCATED AT 740 FIFTH STREET IN VALLEJO AND FINDING THE ACQUISITION

ALONE EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTIONS 15301 (EXISTING FACILITIES) AND 15312 (SURPLUS GOVERNMENT PROPERTY SALES)
WHEREAS, the Vallejo City Unified School District (District) intends to sell the 740 Fifth Street property, the site of the former Grant School (Subject Property) after having declared it surplus pursuant to the Surplus Lands Act; and WHEREAS, the Subject Property consists of approximately 2.63 acres of improved real property located at 740 Fifth Street; and
WHEREAS, the acquisition of the Subject Property will create new opportunities in the South Vallejo community; and
WHEREAS, the City's determination regarding any future use of the Subject Property shall be conditioned on compliance with CEQA. Until such time as future uses are determined and CEQA review of those uses is complete, the Subject Property will remain as is; and
WHEREAS, the fair market value of the Subject Property has been appraised at $300,000, but in lieu of payment, the value of the removal or rehabilitation of the Grant School will be accepted by the District as full compensation; and WHEREAS, if authorized, the City Manager will execute the purchase and sale agreement to open escrow within thirty days following seller’s acceptance of buyer’s bid proposal to purchase the Subject Property.

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

1. The acquisition of the Subject Property alone is exempt from CEQA pursuant to CEQA Guidelines sections 15301 (Existing Facilities) and 15312 (Surplus Government Property Sales).

2. The City Manager is hereby authorized and directed to execute the Purchase and Sale Agreement for the Subject Property, attached hereto as Exhibit A, on the terms and conditions set forth therein.

PASSED AND ADOPTED by the City Council of the City of Vallejo at a regular meeting thereof held on February 28, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor Robert H. McConnell
Sampayan
ATTEST:

Dawn Abrahamson, City Clerk
158643v6 / VALCUSD.76.10

AGREEMENT FOR PURCHASE AND SALE OF PROPERTY

AND ESCROW INSTRUCTIONS
(GRANT SCHOOL SITE)
By and Between
Vallejo City Unified School District
and
City of Vallejo
i
158643v6 / VALCUSD.76.10
Table of Contents

RECITALS Page

1. Property. 1

2. Purchase Price and Removal or Rehabilitation of Grant School Facility. 2

3. Title to the Property. 3

4. Due Diligence. 3

5. Seller’s Documents and Reports. 5

6. Conditions Precedent to Closing. 5

7. Remedies. 7

8. Escrow; Closing. 7

9. Representations and Warranties of Seller. 10

10. Representations and Warranties of Buyer. 11

11. Continuation and Survival. 11

12. Condition of Property. 11

13. Indemnity. 12

14. Casualty or Condemnation. 12

15. Possession. 13

16. No New Contracts; Termination of Existing Contracts. 13

17. Insurance. 13

18. Cooperation with Buyer. 13

19. Brokers and Finders. 13

20. Default and Termination. 14

21. Marketing. 14

22. Miscellaneous. 14

EXHIBITS
A. Grant Deed and Agreement
B. Transferor’s Certification of Non-Foreign Status C. General Assignment
1 158643v6 / VALCUSD.76.10

PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

GRANT SITE

THIS AGREEMENT FOR PURCHASE AND SALE OF PROPERTY AND ESCROW INSTRUCTIONS (this “Agreement”), dated this ______ day of __________, 2023 for reference purposes, is entered into by and between Vallejo City Unified School District (“Seller”), and the City of Vallejo (“Buyer”), collectively referred to hereinafter as the “Parties”.

RECITALS
WHEREAS, Seller is the owner of the “Property” (as defined in Paragraph 1(a)-(c) below); and
WHEREAS, Seller has identified the Property as surplus in accordance with applicable law; and
WHEREAS Seller obtained an appraisal report (“Appraisal”) in which it was determined that the fair market value of the Property on an as-is basis was Three Hundred Thousand Dollars and No Cents ($300,000) as of May 15, 2020; and
WHEREAS, Seller offered the Property for sale to Buyer in accordance with the provisions of Education Code section l7464(c), and Buyer notified Seller of its interest in purchasing the Property within the designated period, resulting in the negotiation of the purchase of the Property in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the above recitals and the respective agreements hereinafter set forth, Seller and Buyer hereby agree as follows:

1. Property. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions set forth herein, the following:
(a) that approximately 2.63 acres of improved real property located at 740 Fifth Street, City of Vallejo, and identified by the Solano County Assessor as Parcel Number (APN) 0061-124-010 more particularly described in Attachment 1 and depicted on Attachment 2 to the “Deed” (as hereinafter defined) and attached hereto as Exhibit A1 and A2 respectively (the “Land”).
(b) all rights, privileges and easements appurtenant to the Land, including, without limitation, all available and transferable minerals, oil, gas and other hydrocarbon substances, as well as all development rights, governmental approvals, land use entitlements except for those certain deed restrictions regarding the development of the “Property” (as defined in Paragraph 1(c) below) contained in the Deed, including but not limited to the utilities commitments, air rights, water, water rights, riparian rights and water stock relating to the Land, and any rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land and all of Seller’s right, title and interest in and to all roads, easements, rights of way and alleys adjoining or servicing the Land (collectively, the “Appurtenances”); and 2 158643v6 / VALCUSD.76.10
(c) all improvements and fixtures located on the Land and Appurtenances of the former Grant School Facility (collectively, the “Improvements,” and together with the Land and Appurtenances, the “Property”).

2. Purchase Price and Removal of Grant School Facility.

The Parties acknowledge that the fair market value of the Property, on an “as is” basis, is $300,000 as identified above. Rather than pay such amount to Seller in funds upon the close of escrow for this transaction, Buyer and Seller agree that following close of escrow, Buyer shall undertake and complete the removal or rehabilitation of the Grant School. The Parties acknowledge that the value of the removal or rehabilitation of the Grant School from the Property, in the manner provided for in the Removal Plan is equal to or greater than $300,000 and shall constitute full compensation to Seller from Buyer for Buyer’s purchase of the Property from Seller as provided for herein.
(a) Escrow. Within thirty (30) days following Seller’s acceptance of Buyer’s bid proposal to purchase the Property, escrow shall be opened with Placer Title Company (the “Escrow Holder”), located at 1300 Oliver Road, Suite 120, Fairfield, CA 94534 (the “Escrow Holder”). The Escrow number assigned to this transaction is_______. The Escrow officer shall be Laura Vierra, whose direct telephone number is (707) 429-1230 and email address is [email protected]. Escrow in connection herewith (the “Escrow”) shall be deemed opened upon the date in which (a) the Parties have deposited with Escrow Holder three (3) fully executed originals of the Agreement and (b) Buyer has delivered to Escrow Holder the Deposit (as defined in Paragraph 2(b)(i) below) (the “Open Escrow Date”). The Escrow Holder shall (a) endorse all three Agreements upon receipt and return one original to Buyer and one original to Seller, and (b) confirm the Open Escrow Date by written notice to Buyer and Seller. Buyer shall, within two (2) business days following the Open Escrow Date, deliver to Escrow Holder the Deposit. (b) Deposit and Releases.
(i) Deposit. Concurrent with the Open Escrow Date, Buyer shall deposit One Thousand Dollars ($1,000.00) as an initial good faith deposit into Escrow (the “Deposit”). Escrow Holder shall invest the Deposit in an interest-bearing account with interest to accrue in favor of Buyer.
(ii) Bid Release. If Buyer approves, waives, or is deemed to have approved the conditions set forth in Paragraph 4(a)(1) prior to the expiration of the “Physical Contingency/Due Diligence Period” (as defined in Paragraph 4(a)), Five Hundred Dollars ($500.00) of the Deposit shall be unconditionally forfeited and released by Escrow Holder to Buyer immediately and without further authorization (the “Bid Release”). If Buyer disapproves in its sole and absolute discretion any of the conditions set forth in Paragraph 4(a)(1) of the Agreement by the expiration of the Physical Contingency/Due Diligence Period, the entire One Thousand Dollars ($1000) of the Deposit shall be released to Buyer.

3. Title to the Property.
3 158643v6 / VALCUSD.76.10
(a) At the Closing, Seller shall convey to Buyer fee simple title to the Property, by duly executed and acknowledged Grant Deed and Agreement substantially in the form attached hereto as Exhibit “A” (the “Deed”). One of the conditions to Buyer’s obligations to Closing under this Agreement shall be the issuance by Placer Title Company located at 30 West Main Street, Suite A in the City of Woodland, CA 95695 (the “Title Company”) to Buyer of an ALTA extended coverage Owner’s Policy of Title Insurance (Form B, rev. 10/17/70 with Endorsement Form I coverage) in the amount of the Purchase Price, insuring fee simple title to the Property in Buyer, subject only to such exceptions as Buyer shall have approved pursuant to Paragraph 4(a)(iii) below (the “Approved Title Exceptions”) and without boundary, encroachment or survey exceptions (the “Title Policy”). The Title Policy shall contain, to the extent required by Buyer, such special endorsements as Buyer may reasonably require, including, without limitation, any endorsements required as a condition to Buyer’s approval of any title exceptions pursuant to Paragraph 4(a)(iii) below (the “Endorsements”).

4. Due Diligence.
(a) As used herein, the term “Physical Contingency/Due Diligence Period” shall refer to a period to expire at 5:00 p.m. on the date six (6) months following the Open Escrow Date (as defined above). Buyer shall have one (1) thirty- (30-) day extension if needed for Physical Contingency/Due Diligence Period. Seller shall, concurrent with the Open Escrow Date, make available to Buyer all documents and reports relating to the Property provided for in Paragraph 5 below. In the event any of the conditions set forth in this Paragraph 4(a) have not been fully satisfied within the time set forth herein, Buyer shall have the right to terminate this Agreement. Seller shall make Property available to Buyer for physical inspection, including access to all rooms for inspectors, contractors, employees, and appraisers. Should Buyer fail to timely disapprove or waive in writing any of the Buyer conditions set forth in this Paragraph 4(a), Buyer shall be deemed to have approved said condition(s) and said condition(s) shall be deemed satisfied. The following are conditions to Buyer’s obligation to purchase the Property, and Buyer shall have the option to not purchase the Property in its sole and absolute discretion until all such conditions have been satisfied or waived by Buyer:
(i) Condition of the Property. The condition of the Property, the boundaries and dimensions of the Land and Improvements, existing entitlements and permits relating to the Property, the soils and environmental condition of the Property, including, without limitation, the soils conditions and the presence of lead-based paint, asbestos or other hazardous materials on or about the Property, compliance of the Property with applicable laws, and all other aspects relating to the physical and economic condition of the Property, the suitability of the Property for Buyer’s intended use, all matters disclosed by Seller during the optional pre-bid conference, and any and all other matters relating to the Property deemed relevant by Buyer, including without limitation, any investigations, testing, studies and reports Buyer deems appropriate in connection with the Property;
(ii) Books and records. The documents, reports, and other items described in Paragraph 5 below.
4 158643v6 / VALCUSD.76.10
(iii) Condition of Title. The approval in Buyer’s sole and absolute discretion or waiver of the right to approve of the condition of title to the Property. The ALTA Commitment For Title Insurance dated __________, issued by Placer Title Company, including all underlying documents referenced in the report may be accessed through the following link:
(collectively the “Commitment For Title Insurance”). The Commitment Number CTG-8003104 has been assigned to this transaction and Laura Vierra shall be the Title officer, whose telephone number is (707) 429-1230 and email address is [email protected]. Buyer may advise Seller of any objectionable condition disclosed by the Commitment For Title Insurance no later than five (5) business days after the Open Escrow Date (“Buyer’s Notice”), provided, however, Buyer shall have until the expiration of the Due Diligence Period to approve any matters shown on a survey of the Property, if any, and Seller shall have ten (10) business days after receipt of Buyer’s Notice to give Buyer: (i) evidence satisfactory to Buyer of the removal of such objectionable condition or that such objectionable condition will be removed or Buyer’s conditions to its acceptance satisfied on or before the Closing; or (ii) notice that Seller elects not to cause such objectionable condition to be removed or conditions to acceptance satisfied, provided that the failure of Seller to give notice shall constitute Seller’s election under (ii), above. Seller agrees to provide Buyer with all knowledge and documentation of any easements on said site and will cooperate with Buyer (at no cost to Seller) if buyer chooses to remove easements and other title exceptions. If Buyer elects to terminate this Agreement pursuant to this Paragraph 4(a)(iii) prior to the end of the Due Diligence Period, the provisions of Paragraph 4(b) below shall apply. If Buyer does not terminate this Agreement prior to the end of the Due Diligence Period, then all exceptions and conditions in the Commitment For Title Insurance, except those that Seller has removed or agreed to remove, shall be deemed to be Approved Title Exceptions. Buyer’s failure to provide Buyer’s Notice to Seller within the time specified above shall be deemed Buyer’s approval of the Commitment For Title Insurance. If any supplemental title report is issued, then Buyer shall have five (5) days to review and either approve or disapprove any new exceptions contained therein in the same manner provided above for the original Commitment For Title Insurance.
(iv) Other Due Diligence Review. Buyer may inspect and review any and all other aspects of the Property that Buyer deems appropriate in its sole and absolute discretion.
(b) Subject to the deadlines established pursuant to Paragraph 4(a)(iii), Buyer may elect, by written notice to Seller at any time prior to the expiration of the Due Diligence to terminate this Agreement in the sole and absolute discretion of Buyer. Buyer shall not have the right to terminate this Agreement after the expiration of the Due Diligence Period, unless any of the “Buyer Conditions Precedent” (as defined in Paragraph 6(a)) have not been satisfied notwithstanding Paragraph 22(j) of this Agreement, in the event Buyer shall fail to deliver timely written notice of its intent to terminate this Agreement, consistent with this Paragraph 4(b), Buyer shall be deemed to have waived its right to terminate the Agreement. (c) In the event of the termination of this Agreement pursuant to this Paragraph 4, the Deposit, as applicable pursuant to Paragraphs 2(b)(i) and 2(b)(ii), shall be returned to Buyer without further instructions and neither party shall have any further obligations to the other 5 158643v6 / VALCUSD.76.10
hereunder (except under provisions of this Agreement which specifically state that they survive termination).

5. Seller’s Documents and Reports. Seller shall make reasonably available for review and/or copying, all documents and reports in possession of Seller related to the Property.

In addition, Seller shall make reasonably available to Buyer such other non-privileged information reasonably relating to the Property that is specifically requested by Buyer of Seller in writing or email, during the Due Diligence Period to the extent such information either is in the possession or control of Seller or may be obtained by Seller through the exercise of commercially reasonable efforts.

6. Conditions Precedent to Closing.
(a) Buyer’s Conditions. The following are conditions precedent to Buyer’s obligations under this Agreement (the “Buyer Conditions Precedent”). The Buyer Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing. In the event any Buyer Condition Precedent is not satisfied, Buyer may, in its sole and absolute discretion, terminate this Agreement, and, subject to the provisions of Paragraph 7, all obligations of Buyer and Seller hereunder (except provisions of this Agreement which recite that they survive termination) shall terminate and be of no further force or effect. (i) Buyer’s inspection, review and approval in Buyer’s sole and absolute discretion, at Buyer’s expense and within the Due Diligence Period, of all aspects of the Property.
(ii) The commitment of Title Company to issue to Buyer upon Closing the Title Policy subject only to the Approved Title Exceptions and including the Endorsements. (iii) All material representations and warranties of Seller contained in or made pursuant to this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date.
(iv) Seller shall have fully complied with all of Seller’s duties and obligations contained in this Agreement.
(v) As of the Closing Date, there shall be no litigation or administrative agency or other governmental proceeding pending or threatened, which after Closing would, in Buyer’s reasonable discretion, materially adversely affect the value of the Property or the ability of Buyer to develop the Property in the manner contemplated by Buyer, and no proceedings shall be pending or threatened which would cause the redesignation or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, any of the Property.
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(vi) In Buyer’s reasonable determination, there shall have been no material adverse change in or addition to the information or items reviewed and approved by Buyer during the Due Diligence Period.
(b) Seller’s Conditions. The following are conditions precedent to Seller’s obligations under this Agreement (the “Seller Conditions Precedent”). The Seller Conditions Precedent are intended solely for the benefit of Seller and may be waived only by Seller in writing. In the event any Seller Condition Precedent is not satisfied, Seller may, in its sole and absolute discretion, terminate this Agreement, and, subject to the provisions of Paragraph 7, all obligations of Buyer and Seller hereunder (except provisions of this Agreement which recite that they survive termination) shall terminate and be of no further force or effect. (i) All material representations and warranties of Buyer contained in or made pursuant to this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date.
(ii) Buyer shall have fully complied with all of Buyer’s duties and obligations contained in this Agreement.

7. Remedies. IN THE EVENT THE SALE OF THE PROPERTY IS NOT

CONSUMMATED BECAUSE OF THE FAILURE OF ANY CONDITION OR ANY OTHER

REASON EXCEPT A DEFAULT UNDER THIS AGREEMENT SOLELY ON THE PART OF BUYER, THE DEPOSIT, IN ACCORDANCE WITH PARAGRAPHS 2(b)(i) AND 2(b)(ii), AS

APPLICABLE, SHALL IMMEDIATELY BE RETURNED TO BUYER WITHOUT FURTHER INSTRUCTIONS. IF SAID SALE IS NOT CONSUMMATED SOLELY BECAUSE OF A

MATERIAL DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, THE DEPOSIT, IN ACCORDANCE WITH PARAGRAPHS 2(B)(I) AND 2(B)(II), AS

APPLICABLE, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN

THE EVENT OF A MATERIAL DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR

INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY

AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER.

INITIALS: Seller___________ Buyer_________

8. Escrow; Closing.
(a) Escrow Instructions. Upon mutual execution of this Agreement, the Parties shall deposit three (3) fully executed original Agreements with Escrow Holder as required by Paragraph 2(a) and this Agreement shall serve as instructions to Escrow Holder for 7 158643v6 / VALCUSD.76.10
consummation of the purchase and sale contemplated hereby. Seller and Buyer shall execute such supplemental Escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms of this Agreement, provided such supplemental Escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time. In the event of any conflict between the provisions of this Agreement and any supplementary Escrow instructions signed by Buyer and Seller, the terms of this Agreement shall control. (b) Closing. The recordation of the Deed and the delivery of the other documents and funds contemplated hereby (the ‟Close” or ‟Closing”) shall take place on a date mutually reasonably agreed upon by the Parties within thirty (30) days following the expiration of the Due Diligence Period. The date on which the Closing occurs is herein referred to as the “Closing Date”.
(c) Seller Deliveries. At or before the Closing, Seller shall deliver to Escrow Holder or Buyer the following:
(i) a duly executed and acknowledged Deed;
(ii) a General Assignment in the form set forth on Exhibit “C” attached hereto (“General Assignment”);
(iii) a duly executed affidavit that Seller is not a “foreign person” within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986 in the form attached hereto as Exhibit “B” together with such other a duly executed documents as may be required to indicate that no withholding is required;
(iv) a closing statement form prepared by Escrow Holder with content satisfactory to Buyer and Seller (the “Closing Statement”) duly executed by Seller; (v) any other documents or agreements required by the Title Company to issue the Title Policy in the form required by this Agreement; and (vi) any other instruments, records or correspondence called for hereunder to be delivered by Seller that have not previously been delivered.

Buyer may waive compliance on Seller’s part under any of the aforementioned items only by an instrument in writing.
(d) Buyer Deliveries. At or before the Closing, Buyer shall deliver to Escrow Holder or Seller the following:
(i) the Deed, duly executed and acknowledged by Buyer;
(ii) the General Assignment, duly executed by Buyer;
(iii) the Closing Statement, duly executed by Buyer;
8 158643v6 / VALCUSD.76.10
(iv) the Closing Amount; and
(v) any other instruments, records or correspondence called for hereunder to be delivered by Buyer that have not previously been delivered.

Seller may waive compliance on Buyer’s part under any of the aforementioned items only by an instrument in writing.
(e) Additional Documents. Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or the Title Company or otherwise required to close the Escrow and consummate the purchase of the Property in accordance with the terms hereof.
(f) Duties of Escrow Holder. The duties of Escrow Holder shall be as follows:
(i) retain and safely keep all funds, documents and instruments deposited with it pursuant to this Agreement;
(ii) upon the Closing, deliver to the Parties entitled thereto all funds, documents and instruments to be delivered through Escrow pursuant to this Agreement; (iii) upon the Closing, cause the recordation of the Deed in the Office of the County Recorder of the County of Solano. Escrow Holder is instructed to request that the amount of the documentary transfer tax due be shown on a separate paper and affixed to the Deed by the County Recorder after the permanent record thereof is made; (iv) comply with the terms of this Agreement which specifically apply to Escrow Holder and comply with the terms of any additional instructions jointly executed by Buyer and Seller;
(v) handle the Deposit and all other funds deposited with Escrow Agent according to the terms of this Agreement;
(vi) upon the Closing, cause the Title Company to issue the Title Policy to Buyer; and
(vii) prior to the Closing, prepare and provide to Buyer and Seller the Closing Statement.
(g) Prorations. Although both Parties are public entities and thus exempt from all general and special real property taxes, any other applicable property taxes levied on the Property shall be pro-rated to the Close of Escrow on the basis of a thirty (30) day month and a three hundred sixty (360) day year.
(h) Closing Costs. Seller shall pay for the Commitment For Title Insurance, the premium for an ALTA extended coverage owner’s policy in accordance with Paragraph 3(a) 9 158643v6 / VALCUSD.76.10
above for the Title Policy, any transfer taxes applicable to the sale and recording fees for recording of the Deed. Buyer shall pay any additional premium necessary to obtain the Title Policy, the cost of any Endorsements, the cost of any survey of the Property, the chain of title search, any sales taxes, and the cost of Buyer’s inspection of the Property. Any escrow fees shall be borne equally by Seller and Buyer. All other costs and charges of the Escrow not otherwise provided for in this Agreement shall be allocated in accordance with the closing customs for Solano County. Buyer and Seller shall each be responsible for their respective legal fees to negotiate and execute this Agreement.
(i) Reporting Requirements. The Escrow Holder shall comply with all applicable federal, state and local reporting and withholding requirements relating to the close of the transactions contemplated herein. Without limiting the generality of the foregoing, to the extent the transactions contemplated by this Agreement involve a real estate transaction within the purview of Section 6045 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), Escrow Holder shall have sole responsibility to comply with the requirements of Section 6045 of the Internal Revenue Code (and any similar requirements imposed by state or local law). For purposes hereof, Seller’s tax identification number is 95-6001643. Escrow Holder shall hold Buyer, Seller and their counsel free and harmless from and against any and all liability, claims, demands, damages, and costs, including reasonable attorney’s fees and other litigation expenses, arising, or resulting from the failure or refusal of Escrow Holder to comply with such reporting requirements.

9. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows:
(a) Authority. This Agreement and all documents executed by Seller pursuant to this Agreement are or duly authorized, executed and delivered by Seller, and are or will be legal, valid and binding obligations of Seller, and do not and will not violate any provisions of any agreement, law, statute, ordinance, or judicial order to which Seller or the Property is subject. There is no consent of any third party which is required to enable the Parties to execute, deliver and perform its obligations under this Agreement. The Parties have satisfied the requirements of all applicable laws, statutes and ordinances necessary to complete this transaction. The Parties shall provide a resolution or other appropriate documentation evidencing its authority to sell/purchase the Property, as appropriate, pursuant to this Agreement. (b) Pending or Threatened Actions. There are not pending or, to Seller’s knowledge, contemplated actions, suits, arbitrations, claims, hearings, or proceedings, at law or in equity, affecting all or any portion of the Property or in which Buyer is or will be a party by reason of Buyer’s ownership of the Property.
(c) Governmental Actions. Seller has received no notice of any condemnation, zoning change, or other proceeding or action by any governmental authority which would in any way affect the Property, and to Seller’s knowledge, no such action or proceeding is threatened or contemplated.
10 158643v6 / VALCUSD.76.10
(d) Compliance with Laws. Other than as described in Paragraph 12 below, to Seller’s knowledge, the Property is in full compliance with all laws, ordinances, rules, regulations, orders, requirements, covenants, conditions, restrictions, and other matters of record concerning the Property.
(e) Hazardous Substances. To Seller’s knowledge, the Property is not in violation of any law regulating hazardous substances.
(f) Contracts. There are no contracts, commitments, or agreements between Seller and any other party, whether written or oral, relating to the maintenance or operation of the Property or to the performance of services concerning the Property under which Buyer would be obligated or liable from or after the Closing.

As used in this Paragraph 9, the phrase “to Seller’s knowledge” means information actually known or contained in documents within the control of the District’s Superintendent.

10. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows: This Agreement and all documents executed by Buyer pursuant to this Agreement are or will be duly authorized, executed and delivered by Buyer, and are or will be legal, valid and binding obligations of Buyer, and do not and will not violate any provisions of any agreement or judicial order to which Buyer is subject.

11. Continuation and Survival. All representations, warranties and covenants by the respective parties contained herein or made in writing pursuant to this Agreement are intended to and shall be deemed made as of the date of this Agreement or such writing and again at the Closing, shall be deemed to be material, and unless expressly provided to the contrary shall survive the execution and delivery of this Agreement, the Deed and the Closing.

12. Condition of Property; Delivery of Property at Close of Escrow. Except for the representations and warranties in this Agreement or otherwise delivered to Buyer by Seller in writing, Buyer has not relied and will not rely on any implied warranties, guarantees, representations, statements, or information about the Property whether made by Seller or its representatives.

13. Indemnity.
(a) Seller shall hold harmless, indemnify and defend Buyer, its successors and assigns and their respective agents, employees, officers, directors and partners, and the Property from and against any and all liabilities, claims, demands, damages and costs (including, without limitation, attorneys’ fees and expenses), whether direct, contingent or consequential (“Liabilities”) in any way (i) related to the Property and arising or occurring prior to the Closing; (ii) related to or arising from any act, conduct, omission, contract or commitment of Seller; or (iii) resulting from any breach of representation or warranty by Seller or resulting from any breach or default by Seller under this Agreement.
11 158643v6 / VALCUSD.76.10
(b) Except for Liabilities arising directly or indirectly from a breach of any of Seller’s representations or warranties, or which shall have arisen out of any aspect of the Property, its management or operations with respect to the period prior to Closing, Buyer shall hold harmless, indemnify and defend Seller, its successors and assigns and their respective agents, employees, officers and partners, from and against any and all Liabilities in any way (i) related to the Property and arising or occurring after the Closing and during such time as Buyer owns or has any interest in the Property; (ii) related to any test, inspection or review of the Property conducted by or on behalf of Buyer as provided in Paragraph 15, (iii) related to or arising from any act, conduct, omission, contract or commitment of Buyer; or (iv) resulting from any breach of representation or warranty by Buyer or resulting from any breach or default by Buyer under this Agreement.

14. Casualty or Condemnation.
(a) In the event a governmental entity (other than Seller) commences eminent domain proceedings to take any material (in Buyer’s reasonable discretion) portion of the Property after the date hereof and prior to the Closing Date, then Buyer shall have the option to terminate this Agreement by written notice to Seller within ten (10) days after Buyer first learns of such commencement. In the event of any such termination, the Deposit shall be returned to Buyer, Buyer and Seller shall each be liable for one-half of any escrow fees or charges, and neither party shall have any further liability or obligation under this Agreement. (b) In the event a governmental entity commences eminent domain proceedings to take any part of the Property after the date hereof and prior to the Closing Date and this Agreement is not terminated pursuant to (a) above as a result thereof, then, at Buyer’s election by written notice to Seller within fifteen (15) days after Buyer first learns of such commencement, Buyer may elect either of the following: (i) for Seller to, at Seller’s sole cost and expense, repair and/or restore the Property to as near as reasonably possible its condition as existed prior to such condemnation, in which case all awards arising out of such condemnation shall be retained by Seller and the Closing Date shall be extended by a reasonable time, not to exceed thirty (30) days, to allow Seller to complete such repair and/or restoration; or (ii) the Closing Date shall occur as scheduled notwithstanding such proceeding; provided, however, that Seller’s interest in all awards arising out of such proceedings shall be assigned to Buyer as of the Closing Date or credited to Buyer if previously received by Seller.

15. Possession. Possession of the Property shall be delivered by Seller to Buyer on the Closing Date, provided, however, that prior to the Closing Date Seller shall afford authorized representatives of Buyer access to the Property for purposes of conducting such tests, inspections and reviews as Buyer deems necessary or appropriate, including without limitation environmental and subsurface soil investigations. If Buyer desires to undertake any investigation or testing of the Property, Buyer or Buyer’s consultant shall maintain a minimum of One Million Dollars ($1,000,000.00) of commercial general liability insurance. Such insurance shall name Seller as an additional insured and Buyer or Buyer’s consultant shall provide Seller with proof of such insurance coverage prior to conducting any such tests, inspections or reviews of the Property.

Buyer hereby agrees to indemnify, defend and hold Seller harmless from any damage or injury to 12 158643v6 / VALCUSD.76.10
persons or property caused by Buyer or its authorized representatives during their entry and investigations prior to Closing.

16. No New Contracts; Termination of Existing Contracts. During the term of this Agreement, Seller shall not enter any lease, service agreement or other contract affecting the Property which will not terminate prior to the Closing of Escrow. Seller shall terminate prior to the Closing, at no cost or expense to Buyer, any and all service agreements and other contracts affecting the Property.

17. Insurance. Through the Closing Date, Seller shall either self-insure or maintain or cause to be maintained, at Seller’s sole cost and expense, and each in the amount and form maintained by Seller prior to the date of this Agreement, a policy or policies of commercial general liability insurance.

18. Cooperation with Buyer. Seller shall cooperate with and do all acts as may be reasonably required or requested by Buyer, at no cost to Seller, with regard to the fulfillment of any Buyer Condition Precedent. Seller hereby authorizes Buyer and its agents to make all inquiries with any third party, including any governmental authority, as Buyer deems necessary or appropriate.

19. Brokers and Finders. Brokers shall be paid by their respective parties and not out of escrow/purchase price. The Party through whom any other broker or finder makes a claim shall hold harmless, indemnify and defend the other Party hereto, its successors and assigns, agents, employees, officers and directors, and the Property from and against any and all obligations, liabilities, claims, demands, liens, encumbrances and losses (including, without limitation, attorneys’ fees), whether direct, contingent, or consequential, arising out of, based on, or incurred as a result of such claim. The provisions of this Paragraph shall survive the termination of this Agreement.

20. Default and Termination.
(a) Default. The occurrence of the following, after the giving of the notice required by Paragraph 20(c), shall constitute a material default (“Default”) under this Agreement by the non-performing Party: the failure to observe and perform each and every condition, restriction, covenant, or obligation in this Agreement applicable to the non-performing Party or the breach of any representation by that Party, except as expressly excused as provided in Paragraph 22(n).
(b) Right to Cure Default. The Party whose acts or omissions to act give rise to a Default as defined in Paragraph 20(a) shall be entitled to cure, correct, or remedy such Default, if (i) such defaulting party commences curing said Default within ten (10) days of receipt of the “Notice of Default”, as defined in Paragraph 20(c), and (ii) such defaulting Party thereafter diligently and continuously pursues the curing of the Default, and (iii) such defaulting Party fully completes such cure, correction or remedy within thirty (30) days of receipt of said Notice of Default. If the Default is not cured within the applicable period provided above, the non- breaching Party shall have the option, at its sole election, to extend the cure period as may be 13 158643v6 / VALCUSD.76.10
reasonably necessary to cure the Default or to terminate this Agreement by giving written notice of such election to the breaching Party. In the event the non-breaching Party determines to terminate this Agreement due to an uncured Default, the non-breaching Party’s remedy shall be as provided in Paragraph 7.
(c) Notice of Default. The non-breaching Party shall give written notice of default (“Notice of Default”) to the non-performing Party in the manner provided for in Paragraph 22(a), specifying the breach of this Agreement complained of by the non-breaching Party. Failure or delay in giving such notice shall not constitute a waiver of any breach of this Agreement.

21. Marketing. Seller agrees not to market or show the Property to, or solicit offers from, any other prospective purchasers during the term of this Agreement.

22. Miscellaneous.
(a) Notices. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon (i) delivery by hand, (ii) one business day after being deposited with Federal Express or another reliable overnight courier service for next day delivery, or (iii) if given by facsimile followed the same day with Federal Express or another reliable overnight courier service for next day delivery, when sent, or (iv) the date of receipt or refusal of delivery if deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, and addressed as follows:

If to Seller: Vallejo City Unified School District
665 Walnut Ave.

Vallejo, CA 94592
(707) 556-8921
Attn: William Spalding
Superintendent
With copy to: Parker & Covert LLP
2520 Venture Oaks Way, Suite 190
Sacramento, CA 95833-4228
Attn: Addison Covert
(916)245-8677
[email protected]
If to Buyer: City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
(707) 648-4576
Attn: Michael Malone
City Manager
14 158643v6 / VALCUSD.76.10
With a copy to: City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
(707) 648-4456
Attn: Veronica Nebb
City Attorney
If to Escrow: Placer Title Company
1300 Oliver Rd # 120
Fairfield, CA 94534
Attn: Laura Vierra
(707) 429-2211
[email protected]
or such other address as either Party may from time to time specify in writing to the other. (b) Successors, Assigns and Nominees. Buyer shall not have the right to assign this Agreement without the consent or approval of Seller. This Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors, heirs, administrators and assigns.
(c) Amendments. Except as otherwise provided herein, this Agreement may be amended or modified only by a written instrument executed by Seller and Buyer. (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. (e) Merger of Prior Agreements. This Agreement and the exhibits hereto constitute the entire agreement between the Parties and supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof, including without limitation any letter of intent which shall be of no further force or effect upon execution of this Agreement by Buyer and Seller.
(f) Day or Days. Whenever reference is made to “day” or “days” in this Agreement, all such references shall refer to calendar days unless otherwise specifically stated. (g) Timing. For purposes of this Agreement “business day” shall mean any day other than a Saturday, Sunday, California or national holiday, or other day on which commercial bankers in California are generally not open for business. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a business day, in which event the period shall run to and include the next day which is a business day. 15 158643v6 / VALCUSD.76.10
(h) Severability. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. (i) Counterparts. This Agreement, and any document executed in connection with this Agreement, may be executed in any number of counterparts each of which shall be deemed an original and all of which shall constitute one and the same agreement with the same effect as if all parties had signed the same signature page. It shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on a single counterpart, but it shall be sufficient that the signature of, or on behalf of, each party, appear on one or more of the counterparts. Any signature page of this Agreement, and any document executed in connection with this Agreement, may be detached from any counterpart of this Agreement or such other document and reattached to any other counterpart of this Agreement or such other document identical in form hereto or thereto but having attached to it one or more additional signature pages. This Agreement, and any document executed in connection with this Agreement (except for the Deed or any other document to be recorded), shall be deemed executed and delivered upon each Party’s delivery of executed signature pages of this Agreement or such other document, which signature pages may be delivered by facsimile with the same effect as delivery of the originals.
(j) No Waiver. Except as specifically provided for in this Agreement, no delay or failure on the part of any Party hereto in exercising any right, power or privilege under this Agreement or under any other instrument or document given in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege. No waiver shall be valid against any Party hereto unless made in writing and signed by the Party against whom enforcement of such waiver is sought and then only to the extent expressly specified herein. (k) Legal Representation. Each Party has been represented by legal counsel in connection with the negotiation of the transactions herein contemplated and the drafting and negotiation of this Agreement. Each Party and its counsel have had an opportunity to review and suggest revisions to the language of this Agreement. Accordingly, no provision of this Agreement shall be construed for or against or interpreted to the benefit or disadvantage of any Party by reason of any Party having or being deemed to have structured or drafted such provision. (l) Exhibits. All exhibits attached hereto are incorporated herein as though fully set forth herein.
(m) Signer’s Warranty. Each individual executing this Agreement on behalf of an entity hereby represents and warrants to the other Party or Parties to this Agreement that (i) such individual has been duly and validly authorized to execute and deliver this Agreement and any and all other documents contemplated by this Agreement on behalf of such entity; and (ii) this Agreement and all documents executed by such individual on behalf of such entity pursuant 16 158643v6 / VALCUSD.76.10
to this Agreement are and will be duly authorized, executed and delivered by such entity and are and will be legal, valid and binding obligations of such entity. (n) Enforced Delay; Extension of Times for Performance. In the event that either of the Parties are prevented from proceeding with any of their obligations under this Agreement by reason of events beyond that Party’s control, such as supernatural causes, strikes, lockouts, earthquake, war, insurrection, riots, floods, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, unusually severe weather, delays or inaction of independent contractors, litigation brought against the Property or a Party without the Party’s consent, including a challenge, remediation of hazardous materials located upon the Property, or similar events which are beyond that Party’s control, then that Party shall be entitled to an additional grace period or extension of time in which to perform the obligations whose performance is precluded by such event, equal to the period of delay caused by such event beyond that Party’s control, which period shall commence to run from the time of the commencement of the cause for delay and shall terminate upon termination of that cause. A Party wishing to invoke this subparagraph shall notify in writing the other Party to this Agreement of that intention within thirty (30) days of commencement of any such cause for delay and shall, at that time, specify the reasons therefor, the provisions of this Agreement that will be delayed as a result, and the period of such extension, if known, or, if not known, the Party’s best estimate thereof. The failure to so notify the other Party within that period as to the cause for delay shall result in the grace period commencing to run from the date of notice rather than from the commencement of the cause for delay.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

BUYER: SELLER:

CITY OF VALLEJO VALLEJO CITY UNIFIED SCHOOL

DISTRICT
By: _______________________ By: ___________________________ _______________________ Superintendent
Its: _______________________
Placer Title Company agrees to act as Escrow Holder in accordance with the terms of this Agreement.

PLACER TITLE COMPANY
By: ___________________________
_______________________________
17 158643v6 / VALCUSD.76.10
(Print Name and Title)
A-1
158643v6 / VALCUSD.76.10
EXHIBIT “A”

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
_____________________________
_____________________________
_____________________________
Attention: _____________________
_______________

MAIL TAX STATEMENT TO:

SAME AS ABOVE
(Space above Line for Recorder’s Use Only)

GRANT DEED AND AGREEMENT
THIS GRANT DEED AND AGREEMENT (“Agreement”) is made and entered into as of the _____ day of ______ 2023, by and between VALLEJO CITY UNIFIED SCHOOL DISTRICT (“Grantor”), and CITY OF VALLEJO (“Grantee”).

In consideration of the mutual promises contained in this Agreement, the Parties hereto agree as follows:

1. Grant. For a valuable consideration, receipt of which is hereby acknowledged, Grantor hereby grants to Grantee that certain real property situated in the City of Vallejo, County of Solano, State of California, described on Attachment 1 and depicted on Attachment 2 attached hereto and by this reference incorporated herein (the “Property”), subject to the covenants, conditions and restrictions of this Agreement.

2. Payment of School Facility Fees. As a condition to the issuance of residential building permits, Grantee understands and agrees that its proposed development of the Property shall be subject to the payment of the greater of (a) the then current school facility fees adopted by the Board of Trustees of Grantor, pursuant to Education Code section 17621, or (b) the statutory rates for residential and/or commercial construction, as applicable, then in effect, pursuant to Government Code section 65995(b). This covenant shall be binding upon and enforceable against any successor, assign or nominee of Grantee.

3. Enforcement. Grantor and its successors and assigns shall be the only party to have the right to enforce (by proceedings at law or in equity) the restrictions, conditions and covenants imposed by the provisions of this Agreement, including the right to prevent the violation of any such restrictions, conditions and covenants and the right to recover damages for such violation.

A-2
158643v6 / VALCUSD.76.10

4. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto.

5. Time of Essence. Time is of the essence of each term, condition, obligation and provision hereof.

6. Provisions Severable. In the event any portion of this Agreement shall be declared by any court of competent jurisdiction to be invalid, illegal or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining parts hereof shall remain in full force and effect, as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.

7. Counterparts. This Deed may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Vallejo City Unified School District
By: ____________________________
Its: Superintendent
“Grantor”
City of Vallejo
By: ____________________________
Its: ________________________
By: ____________________________
Its: _________________________
“Grantee”
158643v6 / VALCUSD.76.10

STATE OF CALIFORNIA)
) ss.

COUNTY OF SOLANO )
On ________________, 2023, before me, the undersigned, a Notary Public in and for said County and State, personally appeared _________________ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the came in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument.

WITNESS my hand and official seal.
_____________________
Notary Public
________________________________________________________________________

STATE OF CALIFORNIA)
) ss.

COUNTY OF SOLANO )
On ______________, 2023, before me, the undersigned, a Notary Public in and for said County and State, personally appeared _________________ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the came in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument.

WITNESS my hand and official seal.
_______________________
Notary Public
158643v6 / VALCUSD.76.10

STATE OF CALIFORNIA)
) ss.

COUNTY OF SOLANO )
On _______________, 2023, before me, the undersigned, a Notary Public in and for said County and State, personally appeared _________________ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the came in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument.

WITNESS my hand and official seal.
_____________________
Notary Public
Attachment A-1
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ATTACHMENT A-1

LEGAL DESCRIPTION OF THE PROPERTY
The land referred to herein below is situated in the City of Vallejo, County of Solano, State of California, is described as follows:

LEGAL DESCRIPTION
The land referred to herein below is situated in the City of Vallejo, County of Solano.

Attachment A-2
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ATTACHMENT A-2

SITE MAP OF PROPERTY

B-1
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EXHIBIT “B”
TRANSFEROR’S CERTIFICATION OF NON-FOREIGN STATUS
To inform City of Vallejo (“Transferee”), that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”), will not be required upon the transfer of certain real property to the Transferee by Vallejo City Unified School District(“Transferor”), the undersigned hereby certifies the following on behalf of the Transferor:

1. The Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);

2. The Transferor’s U.S. employer or tax (social security) identification number is 95-6001643.

The Transferor understands that this Certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

The Transferor understands that the Transferee is relying on this Certification in determining whether withholding is required upon said transfer.

The Transferor hereby agrees to indemnify, defend and hold the Transferee harmless from and against any and all obligations, liabilities, claims, losses, actions, causes of action, rights, demands, damages, costs and expenses of every kind, nature or character whatsoever (including, without limitation, reasonable attorneys’ fees and court costs) incurred by the Transferee as a result of: (i) the Transferor’s failure to pay U.S. Federal income tax which the Transferor is required to pay under applicable U.S. law; or (ii) any false or misleading statement contained herein.

Under penalty of perjury I declare that I have examined this Certification and to the best of my knowledge and belief it is true and correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.

Date: __________________, 2023
TRANSFEROR: Vallejo City Unified School District
By:__________________________
Superintendent
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EXHIBIT “C”

GENERAL ASSIGNMENT

GENERAL ASSIGNMENT OF CONTRACTS, AGREEMENTS,

PLANS, PERMITS, LICENSES, AND APPROVALS

THIS GENERAL ASSIGNMENT OF CONTRACTS, AGREEMENTS, PLANS, PERMITS, LICENSES, AND APPROVALS (“Assignment”) is made and entered into as of ____________, 2023, by and between VALLEJO CITY UNIFIED SCHOOL DISTRICT(“Assignor”), City of Vallejo (“Assignee”).

R E C I T A L S
A. Pursuant to that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions dated __, 2023, (“Agreement”), Assignor has concurrently with the Effective Date conveyed to Assignee, fee simple title to certain real property consisting of approximately 2.63 acres located at 740 Fifth Avenue, City of Vallejo, County of Solano, State of California, legally described in Exhibit “A” (the “Property”).

B. In accordance with the terms set forth in the Agreement, Assignor has agreed in connection with the conveyance of the Property to assign its interest in any and all contracts, agreements, warranties, guaranties, indemnities, entitlements, plans, permits, licenses, operating contracts, surveys, plans and specifications, governmental approvals, entitlements, authorizations, trade names, trademarks and other intangible rights, agreements with any utility companies, and all management, service, supply and maintenance contracts and agreements, contract rights and benefits, documents, and any other agreements, permits or other contractual arrangements of any nature whatsoever, with respect to the development, entitlement, ownership, operation, maintenance or administration of the Property.

C. Assignor desires to assign to Assignee all of its right, title and interest in and to the Contract Rights. Any initially capitalized terms not separately defined herein shall have the meaning set forth in the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the parties agree as follows:

1. Assignment. Assignor hereby assigns to Assignee all of Assignor’s right, title and interest in and to the Contract Rights relating to the Property which Assignor may hold. Assignee and Assignor shall reasonably cooperate to attempt to obtain any consents necessary to transfer and/or assign the contracts, agreements, plans, permits, entitlements, licenses and approvals described in this Assignment.

2. Effective Date. The “Effective Date” of this Assignment shall be the date of recordation of a grant deed conveying to Assignee fee simple interest in and to the Property described in Exhibit “A”.

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3. Attorneys’ Fees. In any action or proceeding between the parties hereto concerning or arising out of this Agreement, the prevailing party in such action shall be entitled to have and to recover from the other party its reasonable attorneys’ fees, expert witness fees, consultant fees and other reasonable expenses incurred in connection with such action or proceeding, in addition to its recoverable court costs, at trial and on any appeal.

4. Inurement. This Assignment shall inure to the benefit of Assignor and Assignee and their respective heirs, assigns and successors in interest.

5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of California.

6. Counterparts. This Assignment and any documents required to be executed by the parties hereunder may be executed in several counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

7. Inconsistencies. In the event of any inconsistencies between this Assignment and the Agreement, the terms of this Assignment shall control.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first above written.

VALLEJO CITY UNIFIED SCHOOL DISTRICT
By:_______________________________________
Its: Superintendent
“Assignor”
_________________________________________
_________________________________________
By:______________________________________
Its:______________________________________
“Assignee”
ACTION ITEM 9.C.

DATE: February 28, 2023
TO: Mayor and Members of the City Council
FROM: Gillian Hayes, Assistant City Manager
Michael Nimon, Economic Development Director
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A

PURCHASE AND SALE AGREEMENT WITH THE VALLEJO CITY UNIFIED SCHOOL

DISTRICT TO ACQUIRE THE FORMER CREST SCHOOL PROPERTY LOCATED AT 1220 GATEWAY DRIVE IN VALLEJO (APN 0068-164-150) AND FINDING THE

ACQUISITION ALONE EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTIONS 15301 (EXISTING FACILITES) AND 15312 (SURPLUS GOVERNMENT PROPERTY SALES)

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute a Purchase and Sale Agreement with the Vallejo City Unified School District to acquire the former Crest School property located at 1220 Gateway Drive in Vallejo (APN 0068-164-150) and finding the acquisition alone exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Sections 15301 (Existing Facilities) and 15312 (Surplus Government Property Sales)

REASONS FOR RECOMMENDATION
Acquisition of the subject site is consistent with the following General Plan policy goals for Economy, Education, and Training:
• EET-1 Strong, Stable, and Diverse Economy: cultivate a strong, stable, and diverse local economy • EET 1.8 Public Investment: leverage public investments to enhance Vallejo’s economic vitality, and invest resources in ways that ensure that Vallejo is a healthy, safe, and engaged community, and • EET 1.10 Public Land:
improve City-owned land and properties to stimulate private investment in employment and high-quality commercial, residential, and mixed-use development

BACKGROUND AND DISCUSSION
The Vallejo City Unified School District has offered to sell the 1220 Gateway Drive property. The District obtained an appraisal report which determined that as of May 15, 2020, the fair market value of the property on an as-is basis was $190,000. The property consists of approximately 0.62 acres of improved real property in the Crest neighborhood (APN 0068-164-150. The site has existing buildings and portables and was formerly used as an adult school.

The Crest neighborhood has experienced limited city services and a higher than average crime rate.

Acquisition of the site would provide an opportunity to invest in new services to the Crest community, potentially including after-school programs, city services, a partnership with a non-profit to provide services, mixed use, or affordable housing, among others. A decision regarding a specific use of the site will require further consideration of the citywide facilities planning framework, community input, and necessary entitlements depending on the proposed use, which will occur at a later point in time.

Date: February 28, 2023
Subject: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A

PURCHASE AND SALE AGREEMENT WITH THE VALLEJO CITY UNIFIED

SCHOOL DISTRICT TO ACQUIRE THE FORMER CREST SCHOOL PROPERTY LOCATED AT 1220 GATEWAY DRIVE IN VALLEJO (APN 0068-164-150) AND

FINDING THE ACQUISITION ALONE EXEMPT FROM THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTIONS 15301 (EXISTING FACILITES) AND 15312 (SURPLUS GOVERNMENT

PROPERTY SALES)

The current zoning on the site is Public Facilities (PF) and the General Plan designation is Primarily Single Family (P-SF). There are four old modular structures on the property with each comprising approximately 900 square feet. The appraisal considered the site's highest and best use as residential, so it did not value the existing buildings in the analysis.

The $1 Million of American Rescue Plan Act (ARPA) funding allocated by City Council for this property and Grant school will be used to initiate the process of gathering input and outlining a path for intended future use.

NEXT STEPS
If authorized, staff will execute the purchase and sale agreement to open escrow within thirty days following the District's acceptance of the City's bid proposal to purchase the property. At that point, the City will conduct its due diligence, including a Phase 1 (and if needed Phase 2) environmental report, and closing will take place in approximately 30 days. Upon the completion of the acquisition process, staff will begin evaluating the best use for the site within the context of citywide facilities planning, including an assessment of adaptive reuse versus demolition, and bring those results forward to the City Council and the community for input on options for future use.

FISCAL IMPACT
The fiscal impact of the acquisition will be $190,000, using the existing ARPA budget.

ENVIRONMENTAL REVIEW
Because the future use of this site remains speculative at this point, environmental review under CEQA is premature. The City's determination regarding any future use of the site shall be conditioned on compliance with CEQA. Until such time as future uses are determined and CEQA review of those uses is complete, the property will remain as is. The acquisition itself is therefore exempt pursuant to CEQA Guidelines Section 15301 Existing Facilities AND 15312 Surplus Government Property Sales.

ATTACHMENTS

1. Resolution Approving Purchase and Sale Agreement for Crest_CAO Stamp

2. Exhibit A to Resolution_Crest Purchase and Sale Agreement_redline_V.2

CONTACT
Gillian Hayes, Assistant City Manager (707) 648-4163
[email protected]

RESOLUTION NO. 23-_______

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

AUTHORIZING THE CITY MANAGER TO EXECUTE THE PURCHASE AND

SALE AGREEMENT WITH THE VALLEJO CITY UNIFIED SCHOOL DISTRICT FOR

ACQUISITION OF THE FORMER CREST SCHOOL PROPERTY LOCATED AT 1220 GATEWAY DRIVE IN VALLEJO AND FINDING THE ACQUISITION ALONE

EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTIONS 15301 (EXISTING FACILITIES) AND 15312 (SURPLUS GOVERNMENT PROPERTY SALES)
WHEREAS, the Vallejo City Unified School District intends to sell the 1220 Gateway Drive property, the site of the former Crest School (Subject Property), after having declared it surplus pursuant to the Surplus Lands Act; and
WHEREAS, the Subject Property consists of approximately 0.62 acres of improved real property located at 1220 Gateway Drive; and
WHEREAS, the acquisition of the Subject Property will create new opportunities in the Crest community; and
WHEREAS, the City's determination regarding any future use of the Subject Property shall be conditioned on compliance with CEQA. Until such time as future uses are determined and CEQA review of those uses is complete, the Subject Property will remain as is; and
WHEREAS, the fair market value of the Subject Property has been appraised at $190,000; and
WHEREAS, if authorized, the City Manager will execute the purchase and sale agreement to open escrow within thirty days following seller’s acceptance of buyer’s bid proposal to purchase the Subject Property; and
WHEREAS, the current zoning designation of the Subject Property is Public Facilities (PF) and the General Plan designation is Primarily Single Family (P-SF).

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Vallejo as follows:

1. Acquisition of the Subject Property alone is found exempt from CEQA pursuant to CEQA Guidelines sections 15301 (Existing Facilities) and 15312 (Surplus Government Property Sales).

2. The City Manager is hereby authorized and directed to execute the Purchase and Sale Agreement for the Subject Property, attached hereto as Exhibit A, on the terms and conditions set forth therein.

PASSED AND ADOPTED by the City Council of the City of Vallejo at a regular meeting thereof held on February 28, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor Robert H. McConnell
ATTEST:

Dawn Abrahamson, City Clerk
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AGREEMENT FOR PURCHASE AND SALE OF PROPERTY

AND ESCROW INSTRUCTIONS
(CREST CENTER SITE)
By and Between
Vallejo City Unified School District
and
City of Vallejo
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Table of Contents

RECITALS Page

1. Property. 1

2. Purchase Price 2

3. Title to the Property. 3

4. Due Diligence. 3

5. Seller’s Documents and Reports. 5

6. Conditions Precedent to Closing. 5

7. Remedies. 7

8. Escrow; Closing. 7

9. Representations and Warranties of Seller. 10

10. Representations and Warranties of Buyer. 11

11. Continuation and Survival. 11

12. Condition of Property. 11

13. Indemnity. 12

14. Casualty or Condemnation. 12

15. Possession. 13

16. No New Contracts; Termination of Existing Contracts. 13

17. Insurance. 13

18. Cooperation with Buyer. 13

19. Brokers and Finders. 13

20. Default and Termination. 14

21. Marketing. 14

22. Miscellaneous. 14

EXHIBITS
A. Grant Deed and Agreement
B. Transferor’s Certification of Non-Foreign Status C. General Assignment
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PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

CREST CENTER SITE

THIS AGREEMENT FOR PURCHASE AND SALE OF PROPERTY AND ESCROW INSTRUCTIONS (this “Agreement”), dated this ______ day of __________, 2023 for reference purposes, is entered into by and between Vallejo City Unified School District (“Seller”), and the City of Vallejo (“Buyer”), collectively referred to hereinafter as the “Parties”.

RECITALS
WHEREAS, Seller is the owner of the “Property” (as defined in Paragraph 1(a)-(c) below); and
WHEREAS, Seller has identified the Property as surplus in accordance with applicable law; and
WHEREAS Seller obtained an appraisal report (“Appraisal”) in which it was determined that the fair market value of the Property on an as-is basis was One Hundred Ninety Thousand Dollars and No Cents ($190,000.00) as of May 15, 2020; and WHEREAS, Seller offered the Property for sale to Buyer in accordance with the provisions of Education Code section l7464(c), and Buyer notified Seller of its interest in purchasing the Property within the statutory designated period, resulting in the negotiation of the purchase of the Property in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the above recitals and the respective agreements hereinafter set forth, Seller and Buyer hereby agree as follows:

1. Property. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions set forth herein, the following:
(a) that approximately 0.62 acres of improved real property located at 1220 Gateway Drive and identified by the Solano County Assessor as Parcel Number (APN) 0068-164-150, more particularly described in Attachment 1 and depicted on Attachment 2 to the “Deed” (as hereinafter defined) and attached hereto as Exhibit A1 and A2 respectively (the “Land”).
(b) all rights, privileges and easements appurtenant to the Land, including, without limitation, all available and transferable minerals, oil, gas and other hydrocarbon substances, as well as all development rights, governmental approvals, land use entitlements except for those certain deed restrictions regarding the development of the “Property” (as defined in Paragraph 1(c) below) contained in the Deed, including but not limited to the utilities commitments, air rights, water, water rights, riparian rights and water stock relating to the Land, and any rights-of-way or other appurtenances used in connection with the beneficial use and DRAFT 1/26/2023
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enjoyment of the Land and all of Seller’s right, title and interest in and to all roads, easements, rights of way and alleys adjoining or servicing the Land (collectively, the “Appurtenances”); and (c) all improvements and fixtures located on the Land and Appurtenances of the former Crest Center (collectively, the “Improvements”, and together with the Land and Appurtenances, the “Property”).

2. Purchase Price.
(a) The purchase price of the Property is One Hundred Ninety Thousand Dollars ($190,000) all cash (the “Purchase Price”).
(b) The Purchase Price shall be paid through “Escrow” (as hereinafter defined) as follows:
(i) Escrow. Within thirty (30) days following Seller’s acceptance of Buyer’s bid proposal to purchase the Property, escrow shall be opened with Placer Title Company (the “Escrow Holder”), located at 1300 Oliver Road, Suite 120, Fairfield, CA 94534 (the “Escrow Holder”). The Escrow number assigned to this transaction is P-565695_______.

The Escrow officer shall be Laura Vierra, whose direct telephone number is (707) 429-1230 and email address is [email protected]. Escrow in connection herewith (the “Escrow”) shall be deemed opened upon the date in which (a) the Parties have deposited with Escrow Holder three (3) fully executed originals of the Agreement and (b) Buyer has delivered to Escrow Holder the Deposit (as defined in Paragraph 2(b)(ii)(aa) below) (the “Open Escrow Date”). The Escrow Holder shall (a) endorse all three (3) Agreements upon receipt and return one original to Buyer and one original to Seller, and (b) confirm the Open Escrow Date by written notice to Buyer and Seller. Seller shall, within two (2) business days following the Open Escrow Date, deliver to Escrow Holder the Deposit. In the event Buyer fails to timely comply with the requirements of this Paragraph 2(b)(i), the entire Deposit shall unconditionally be forfeited to Seller as liquidated damages and the Parties shall thereafter have no further obligations under this Agreement. (ii) Deposit and Releases.
(aa) Deposit. Concurrent with the Open Escrow Date,
Buyer shall deposit Twenty-Five Thousand Dollar ($25,000) initial good faith deposit into Escrow (the “Deposit”), which shall be credited to Buyer towards the Purchase Price. Escrow Holder shall invest the Deposit in an interest-bearing account with interest to accrue in favor of Buyer.
(bb) Bid Release. If Buyer approves, waives, or is deemed to have approved the conditions set forth in Paragraph 4(a)(1) prior to the expiration of the “Physical Contingency/Due Diligence Period” (as defined in Paragraph 4(a)), Ten Thousand Dollars ($10,000) of the Deposit shall be unconditionally forfeited and released by Escrow Holder to Seller immediately and without further authorization (the “Bid Release”). If Buyer disapproves in its sole and absolute discretion any of the conditions set forth in Paragraph 4(a)(1) of the DRAFT 1/26/2023
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Agreement by the expiration of the Physical Contingency/Due Diligence Period, the Deposit, less Ten Thousand Dollars ($10,000), shall be refundable to Buyer. (iii) Closing Amount. On or before the Closing, if this Agreement has not been earlier terminated, Buyer shall deposit into Escrow cash or other immediately available funds in the amount of the balance of the Purchase Price less the Deposit, and adjusted for the prorations and any other adjustments, if any, provided elsewhere in this Agreement (the “Closing Amount”).

3. Title to the Property.
(a) At the Closing, Seller shall convey to Buyer fee simple title to the Property, by duly executed and acknowledged Grant Deed and Agreement substantially in the form attached hereto as Exhibit “A” (the “Deed”). One of the conditions to Buyer’s obligations to Closing under this Agreement shall be the issuance by Placer Title Company located at 30 West Main Street, Suite A in the City of Woodland, CA 95695 (the “Title Company”) to Buyer of an ALTA extended coverage Owner’s Policy of Title Insurance (Form B, rev. 10/17/70 with Endorsement Form I coverage) in the amount of the Purchase Price, insuring fee simple title to the Property in Buyer, subject only to such exceptions as Buyer shall have approved pursuant to Paragraph 4(a)(iii) below (the “Approved Title Exceptions”) and without boundary, encroachment or survey exceptions (the “Title Policy”). The Title Policy shall contain, to the extent required by Buyer, such special endorsements as Buyer may reasonably require, including, without limitation, any endorsements required as a condition to Buyer’s approval of any title exceptions pursuant to Paragraph 4(a)(iii) below (the “Endorsements”).

4. Due Diligence.
(a) As used herein, the term “Physical Contingency/Due Diligence Period” shall refer to a period to expire at 5:00 p.m. on the date six (6) months following the Open Escrow Date (as defined above). Buyer shall have one (1) thirty- (30-) day extension if needed for Physical Contingency/Due Diligence Period. Seller shall, concurrent with the Open Escrow Date, make available to Buyer all documents and reports relating to the Property provided for in Paragraph 5 below. In the event any of the conditions set forth in this Paragraph 4(a) have not been fully satisfied within the time set forth herein, Buyer shall have the right to terminate this Agreement. Seller shall make Property available to Buyer for physical inspection, including access to all rooms for inspectors, contractors, employees, and appraisers. Should Buyer fail to timely disapprove or waive in writing any of the Buyer conditions set forth in this Paragraph 4(a), Buyer shall be deemed to have approved said condition(s) and said condition(s) shall be deemed satisfied. The following are conditions to Buyer’s obligation to purchase the Property, and Buyer shall have the option to not purchase the Property in its sole and absolute discretion until all such conditions have been satisfied or waived by Buyer:
(i) Condition of the Property. The condition of the Property, the boundaries and dimensions of the Land and Improvements, existing entitlements and permits relating to the Property, the soils and environmental condition of the Property, including, without DRAFT 1/26/2023
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limitation, the soils conditions and the presence of lead-based paint, asbestos or other hazardous materials on or about the Property, compliance of the Property with applicable laws, and all other aspects relating to the physical and economic condition of the Property, the suitability of the Property for Buyer’s intended use, all matters disclosed by Seller during the optional pre-bid conference, and any and all other matters relating to the Property deemed relevant by Buyer, including without limitation, any investigations, testing, studies and reports Buyer deems appropriate in connection with the Property;
(ii) Books and records. The documents, reports, and other items described in Paragraph 5 below.
(iii) Condition of Title. The approval in Buyer’s sole and absolute discretion or waiver of the right to approve of the condition of title to the Property. The ALTA Commitment For Title Insurance dated __________, issued by Placer Title Company, including all underlying documents referenced in the report may be accessed through the following link:
(collectively the “Commitment For Title Insurance”). The Commitment Number CTG-8003104 has been assigned to this transaction and Laura Vierra shall be the Title officer, whose telephone number is (707) 429-1230 and email address is [email protected]. Buyer may advise Seller of any objectionable condition disclosed by the Commitment For Title Insurance no later than five (5) business days after the Open Escrow Date (“Buyer’s Notice”), provided, however, Buyer shall have until the expiration of the Due Diligence Period to approve any matters shown on a survey of the Property, if any, and Seller shall have ten (10) business days after receipt of Buyer’s Notice to give Buyer: (i) evidence satisfactory to Buyer of the removal of such objectionable condition or that such objectionable condition will be removed or Buyer’s conditions to its acceptance satisfied on or before the Closing; or (ii) notice that Seller elects not to cause such objectionable condition to be removed or conditions to acceptance satisfied, provided that the failure of Seller to give notice shall constitute Seller’s election under (ii), above. Seller agrees to provide Buyer with all knowledge and documentation of any easements on said site and will cooperate with Buyer (at no cost to Seller) if buyer chooses to remove easements and other title exceptions. If Buyer elects to terminate this Agreement pursuant to this Paragraph 4(a)(iii) prior to the end of the Due Diligence Period, the provisions of Paragraph 4(b) below shall apply. If Buyer does not terminate this Agreement prior to the end of the Due Diligence Period, then all exceptions and conditions in the Commitment For Title Insurance, except those that Seller has removed or agreed to remove, shall be deemed to be Approved Title Exceptions. Buyer’s failure to provide Buyer’s Notice to Seller within the time specified above shall be deemed Buyer’s approval of the Commitment For Title Insurance. If any supplemental title report is issued, then Buyer shall have five (5) days to review and either approve or disapprove any new exceptions contained therein in the same manner provided above for the original Commitment For Title Insurance.
(iv) Other Due Diligence Review. Buyer may inspect and review any and all other aspects of the Property that Buyer deems appropriate in its sole and absolute discretion.

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(b) Subject to the deadlines established pursuant to Paragraph 4(a)(iii), Buyer may elect, by written notice to Seller at any time prior to the expiration of the Due Diligence to terminate this Agreement in the sole and absolute discretion of Buyer. Buyer shall not have the right to terminate this Agreement after the expiration of the Due Diligence Period, unless any of the “Buyer Conditions Precedent” (as defined in Paragraph 6(a)) have not been satisfied.

Notwithstanding Paragraph 22(j) of this Agreement, in the event Buyer shall fail to deliver timely written notice of its intent to terminate this Agreement, consistent with this Paragraph 4(b), Buyer shall be deemed to have waived its right to terminate the Agreement. (c) In the event of the termination of this Agreement pursuant to this Paragraph 4, the Deposit less the Bid Release, as applicable pursuant to Paragraphs 2(b)(i) and 2(b)(ii), shall be returned to Buyer without further instructions and neither party shall have any further obligations to the other hereunder (except under provisions of this Agreement which specifically state that they survive termination).

5. Seller’s Documents and Reports. Seller shall make reasonably available for review and/or copying, all documents and reports in possession of Seller related to the Property.

In addition, Seller shall make reasonably available to Buyer such other non-privileged information reasonably relating to the Property that is specifically requested by Buyer of Seller in writing or email, during the Due Diligence Period to the extent such information either is in the possession or control of Seller or may be obtained by Seller through the exercise of commercially reasonable efforts.

6. Conditions Precedent to Closing.
(a) Buyer’s Conditions. The following are conditions precedent to Buyer’s obligations under this Agreement (the “Buyer Conditions Precedent”). The Buyer Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing. In the event any Buyer Condition Precedent is not satisfied, Buyer may, in its sole and absolute discretion, terminate this Agreement, and, subject to the provisions of Paragraph 7, all obligations of Buyer and Seller hereunder (except provisions of this Agreement which recite that they survive termination) shall terminate and be of no further force or effect. (i) Buyer’s inspection, review and approval in Buyer’s sole and absolute discretion, at Buyer’s expense and within the Due Diligence Period, of all aspects of the Property.
(ii) The commitment of Title Company to issue to Buyer upon Closing the Title Policy subject only to the Approved Title Exceptions and including the Endorsements. (iii) All material representations and warranties of Seller contained in or made pursuant to this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date.

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(iv) Seller shall have fully complied with all of Seller’s duties and obligations contained in this Agreement.
(v) As of the Closing Date, there shall be no litigation or administrative agency or other governmental proceeding pending or threatened, which after Closing would, in Buyer’s reasonable discretion, materially adversely affect the value of the Property or the ability of Buyer to develop the Property in the manner contemplated by Buyer, and no proceedings shall be pending or threatened which would cause the redesignation or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, any of the Property.
(vi) There is no law, statute or ordinance adopted by any governmental entity or pending before such entity which imposes any moratorium on the construction of a commercial development or for sale housing on the Property, as applicable. (vii) In Buyer’s reasonable determination, there shall have been no material adverse change in or addition to the information or items reviewed and approved by Buyer during the Due Diligence Period.
(b) Seller’s Conditions. The following are conditions precedent to Seller’s obligations under this Agreement (the “Seller Conditions Precedent”). The Seller Conditions Precedent are intended solely for the benefit of Seller and may be waived only by Seller in writing. In the event any Seller Condition Precedent is not satisfied, Seller may, in its sole and absolute discretion, terminate this Agreement, and, subject to the provisions of Paragraph 7, all obligations of Buyer and Seller hereunder (except provisions of this Agreement which recite that they survive termination) shall terminate and be of no further force or effect. (i) All material representations and warranties of Buyer contained in or made pursuant to this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date.
(ii) Buyer shall have fully complied with all of Buyer’s duties and obligations contained in this Agreement.

7. Remedies.
(a) IN THE EVENT THE SALE OF THE PROPERTY IS NOT

CONSUMMATED BECAUSE OF THE FAILURE OF ANY CONDITION OR ANY OTHER

REASON EXCEPT A DEFAULT UNDER THIS AGREEMENT SOLELY ON THE PART OF

BUYER, THE DEPOSIT, LESS THE BID RELEASE WHICH SHALL BE RETAINED BY SELLER IN ACCORDANCE WITH PARAGRAPHS 2(b)(i) AND 2(b)(ii), SHALL IMMEDIATELY BE RETURNED TO BUYER WITHOUT FURTHER INSTRUCTIONS. IF

SAID SALE IS NOT CONSUMMATED SOLELY BECAUSE OF A MATERIAL DEFAULT

UNDER THIS AGREEMENT ON THE PART OF BUYER, THE DEPOSIT, LESS BID

RELEASE AND ADDITIONAL RELEASE ALREADY RETAINED BY SELLER, SHALL BE DRAFT 1/26/2023
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PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A

MATERIAL DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS

BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST

BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER.

INITIALS: Seller___________ Buyer_________
(b) In the event the sale of the Property is not consummated due solely to Seller’s material default under this Agreement, (i) Seller shall return all disbursed Releases to Buyer other than the $10,000 Bid Release referred to in paragraph 2(b)(ii) above which Seller shall be entitled to retain, (ii) the balance of the Deposit shall be immediately paid by Escrow Holder to Buyer.

8. Escrow; Closing.
(a) Escrow Instructions. Upon mutual execution of this Agreement, the parties shall deposit three (3) fully executed original Agreements with Escrow Holder as required by Paragraph 2(b)(i) and this Agreement shall serve as instructions to Escrow Holder for consummation of the purchase and sale contemplated hereby. Seller and Buyer shall execute such supplemental Escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms of this Agreement, provided such supplemental Escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time. In the event of any conflict between the provisions of this Agreement and any supplementary Escrow instructions signed by Buyer and Seller, the terms of this Agreement shall control. (b) Closing. The recordation of the Deed and the delivery of the other documents and funds contemplated hereby (the ‟Closethe “Close” or ‟Closingor “Closing”) shall take place on a date mutually reasonably agreed upon by the parties within thirty (30) days following the expiration of the Due Diligence Period. The date on which the Closing occurs is herein referred to as the “Closing Date”.
(c) Seller Deliveries. At or before the Closing, Seller shall deliver to Escrow Holder or Buyer the following:
(i) a duly executed and acknowledged Deed;
(ii) A General Assignment in the form set forth on Exhibit “C” attached hereto (“General Assignment”);
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(iii) a duly executed affidavit that Seller is not a “foreign person” within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986 in the form attached hereto as Exhibit “B” together with such other a duly executed documents as may be required to indicate that no withholding is required;
(iv) a closing statement form prepared by Escrow Holder with content satisfactory to Buyer and Seller (the “Closing Statement”) duly executed by Seller; (v) any other documents or agreements required by the Title Company to issue the Title Policy in the form required by this Agreement; and (vi) any other instruments, records or correspondence called for hereunder to be delivered by Seller that have not previously been delivered.

Buyer may waive compliance on Seller’s part under any of the aforementioned items only by an instrument in writing.
(d) Buyer Deliveries. At or before the Closing, Buyer shall deliver to Escrow Holder or Seller the following:
(i) the Deed, duly executed and acknowledged by Buyer;
(ii) the General Assignment, duly executed by Buyer;
(iii) the Closing Statement, duly executed by Buyer;
(iv) the Closing Amount; and
(v) any other instruments, records or correspondence called for hereunder to be delivered by Buyer that have not previously been delivered.

Seller may waive compliance on Buyer’s part under any of the aforementioned items only by an instrument in writing.
(e) Additional Documents. Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or the Title Company or otherwise required to close the Escrow and consummate the purchase of the Property in accordance with the terms hereof.
(f) Duties of Escrow Holder. The duties of Escrow Holder shall be as follows:
(i) retain and safely keep all funds, documents and instruments deposited with it pursuant to this Agreement;
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(ii) upon the Closing, deliver to the parties entitled thereto all funds, documents and instruments to be delivered through Escrow pursuant to this Agreement; (iii) upon the Closing, cause the recordation of the Deed in the Office of the County Recorder of the County of Solano. Escrow Holder is instructed to request that the amount of the documentary transfer tax due be shown on a separate paper and affixed to the Deed by the County Recorder after the permanent record thereof is made; (iv) comply with the terms of this Agreement which specifically apply to Escrow Holder and comply with the terms of any additional instructions jointly executed by Purchaser and Seller;
(v) handle the Deposit and all other funds deposited with Escrow Agent according to the terms of this Agreement;
(vi) upon the Closing, cause the Title Company to issue the Title Policy to Buyer; and
(vii) prior to the Closing, prepare and provide to Buyer and Seller the Closing Statement.
(g) Prorations. Although both Parties are public entities and thus exempt from all general and special real property taxes, any other applicable property taxes levied on the Property shall be pro-rated to the Close of Escrow on the basis of a thirty (30) day month and a three hundred sixty (360) day year.
(h) Closing Costs. Seller shall pay for the Commitment For Title Insurance, the premium for an ALTA extended coverage owner’s policy in accordance with Paragraph 3(a) above for the Title Policy, any transfer taxes applicable to the sale and recording fees for recording of the Deed. Buyer shall pay any additional premium necessary to obtain the Title Policy, the cost of any Endorsements, the cost of any survey of the Property, the chain of title search, any sales taxes, and the cost of Buyer’s inspection of the Property. Any escrow fees shall be borne equally by Seller and Buyer. All other costs and charges of the Escrow not otherwise provided for in this Agreement shall be allocated in accordance with the closing customs for Solano County. Buyer and Seller shall each be responsible for their respective legal fees to negotiate and execute this Agreement.
(i) Reporting Requirements. The Escrow Holder shall comply with all applicable federal, state and local reporting and withholding requirements relating to the close of the transactions contemplated herein. Without limiting the generality of the foregoing, to the extent the transactions contemplated by this Agreement involve a real estate transaction within the purview of Section 6045 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), Escrow Holder shall have sole responsibility to comply with the requirements of Section 6045 of the Internal Revenue Code (and any similar requirements imposed by state or local law). For purposes hereof, Seller’s tax identification number is 94-2971761. Escrow DRAFT 1/26/2023
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Holder shall hold Buyer, Seller and their counsel free and harmless from and against any and all liability, claims, demands, damages, and costs, including reasonable attorney’s fees and other litigation expenses, arising, or resulting from the failure or refusal of Escrow Holder to comply with such reporting requirements.

9. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows:
(a) Authority. This Agreement and all documents executed by Seller pursuant to this Agreement are or duly authorized, executed and delivered by Seller, and are or will be legal, valid and binding obligations of Seller, and do not and will not violate any provisions of any agreement, law, statute, ordinance, or judicial order to which Seller or the Property is subject. There is no consent of any third party which is required to enable the Parties to execute, deliver and perform its obligations under this Agreement. The Parties have satisfied the requirements of all applicable laws, statutes and ordinances necessary to complete this transaction. The Parties shall provide a resolution or other appropriate documentation evidencing its authority to sell/purchase the Property, as appropriate, pursuant to this Agreement. (b) Pending or Threatened Actions. There are not pending or, to Seller’s knowledge, contemplated actions, suits, arbitrations, claims, hearings, or proceedings, at law or in equity, affecting all or any portion of the Property or in which Buyer is or will be a party by reason of Buyer’s ownership of the Property.
(c) Governmental Actions. Seller has received no notice of any condemnation, zoning change, or other proceeding or action by any governmental authority which would in any way affect the Property, and to Seller’s knowledge, no such action or proceeding is threatened or contemplated.
(d) Compliance with Laws. Other than as described in Paragraph 12 below, to Seller’s knowledge, the Property is in full compliance with all laws, ordinances, rules, regulations, orders, requirements, covenants, conditions, restrictions, and other matters of record concerning the Property.
(e) Hazardous Substances. To Seller’s knowledge, the Property is not in violation of any law regulating hazardous substances.
(f) Contracts. There are no contracts, commitments, or agreements between Seller and any other party, whether written or oral, relating to the maintenance or operation of the Property or to the performance of services concerning the Property under which Buyer would be obligated or liable from or after the Closing.

As used in this Paragraph 9, the phrase “to Seller’s knowledge” means information actually known or contained in documents within the control of the District’s Superintendent.

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10. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows: This Agreement and all documents executed by Buyer pursuant to this Agreement are or will be duly authorized, executed and delivered by Buyer, and are or will be legal, valid and binding obligations of Buyer, and do not and will not violate any provisions of any agreement or judicial order to which Buyer is subject.

11. Continuation and Survival. All representations, warranties and covenants by the respective parties contained herein or made in writing pursuant to this Agreement are intended to and shall be deemed made as of the date of this Agreement or such writing and again at the Closing, shall be deemed to be material, and unless expressly provided to the contrary shall survive the execution and delivery of this Agreement, the Deed and the Closing.

12. Condition of Property; Delivery of Property at Close of Escrow. Except for the representations and warranties in this Agreement or otherwise delivered to Buyer by Seller in writing, Buyer has not relied and will not rely on any implied warranties, guarantees, representations, statements, or information about the Property whether made by Seller or its representatives.

13. Indemnity.
(a) Seller shall hold harmless, indemnify and defend Buyer, its successors and assigns and their respective agents, employees, officers, directors and partners, and the Property from and against any and all liabilities, claims, demands, damages and costs (including, without limitation, attorneys’ fees and expenses), whether direct, contingent or consequential (“Liabilities”) in any way (i) related to the Property and arising or occurring prior to the Closing; (ii) related to or arising from any act, conduct, omission, contract or commitment of Seller; or (iii) resulting from any breach of representation or warranty by Seller or resulting from any breach or default by Seller under this Agreement.
(b) Except for Liabilities arising directly or indirectly from a breach of any of Seller’s representations or warranties, or which shall have arisen out of any aspect of the Property, its management or operations with respect to the period prior to Closing, Buyer shall hold harmless, indemnify and defend Seller, its successors and assigns and their respective agents, employees, officers and partners, from and against any and all Liabilities in any way (i) related to the Property and arising or occurring after the Closing and during such time as Buyer owns or has any interest in the Property; (ii) related to any test, inspection or review of the Property conducted by or on behalf of Buyer as provided in Paragraph 15, (iii) related to or arising from any act, conduct, omission, contract or commitment of Buyer; or (iv) resulting from any breach of representation or warranty by Buyer or resulting from any breach or default by Buyer under this Agreement.

14. Casualty or Condemnation.
(a) In the event a governmental entity (other than Seller) commences eminent domain proceedings to take any material (in Buyer’s reasonable discretion) portion of the DRAFT 1/26/2023
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Property after the date hereof and prior to the Closing Date, then Buyer shall have the option to terminate this Agreement by written notice to Seller within ten (10) days after Buyer first learns of such commencement. In the event of any such termination, the Deposit shall be returned to Buyer, Buyer and Seller shall each be liable for one-half of any escrow fees or charges, and neither party shall have any further liability or obligation under this Agreement. (b) In the event a governmental entity commences eminent domain proceedings to take any part of the Property after the date hereof and prior to the Closing Date and this Agreement is not terminated pursuant to (a) above as a result thereof, then, at Buyer’s election by written notice to Seller within fifteen (15) days after Buyer first learns of such commencement, Buyer may elect either of the following: (i) for Seller to, at Seller’s sole cost and expense, repair and/or restore the Property to as near as reasonably possible its condition as existed prior to such condemnation, in which case all awards arising out of such condemnation shall be retained by Seller and the Closing Date shall be extended by a reasonable time, not to exceed thirty (30) days, to allow Seller to complete such repair and/or restoration; or (ii) the Closing Date shall occur as scheduled notwithstanding such proceeding; provided, however, that Seller’s interest in all awards arising out of such proceedings shall be assigned to Buyer as of the Closing Date or credited to Buyer if previously received by Seller.

15. Possession. Possession of the Property shall be delivered by Seller to Buyer on the Closing Date, provided, however, that prior to the Closing Date Seller shall afford authorized representatives of Buyer access to the Property for purposes of conducting such tests, inspections and reviews as Buyer deems necessary or appropriate, including without limitation environmental and subsurface soil investigations. If Buyer desires to undertake any investigation or testing of the Property, Buyer or Buyer’s consultant shall maintain a minimum of One Million Dollars ($1,000,000.00) of commercial general liability insurance. Such insurance shall name Seller as an additional insured and Buyer or Buyer’s consultant shall provide Seller with proof of such insurance coverage prior to conducting any such tests, inspections or reviews of the Property.

Buyer hereby agrees to indemnify, defend and hold Seller harmless from any damage or injury to persons or property caused by Buyer or its authorized representatives during their entry and investigations prior to Closing.

16. No New Contracts; Termination of Existing Contracts. During the term of this Agreement, Seller shall not enter any lease, service agreement or other contract affecting the Property which will not terminate prior to the Closing of Escrow. Seller shall terminate prior to the Closing, at no cost or expense to Buyer, any and all service agreements and other contracts affecting the Property.

17. Insurance. Through the Closing Date, Seller shall either self-insure or maintain or cause to be maintained, at Seller’s sole cost and expense, and each in the amount and form maintained by Seller prior to the date of this Agreement, a policy or policies of commercial general liability insurance.

18. Cooperation with Buyer. Seller shall cooperate with and do all acts as may be reasonably required or requested by Buyer, at no cost to Seller, with regard to the fulfillment of DRAFT 1/26/2023
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any Buyer Condition Precedent. Seller hereby authorizes Buyer and its agents to make all inquiries with any third party, including any governmental authority, as Buyer deems necessary or appropriate.

19. Brokers and Finders. Brokers shall be paid by their respective parties and not out of escrow/purchase price. The party through whom any other broker or finder makes a claim shall hold harmless, indemnify and defend the other party hereto, its successors and assigns, agents, employees, officers and directors, and the Property from and against any and all obligations, liabilities, claims, demands, liens, encumbrances and losses (including, without limitation, attorneys’ fees), whether direct, contingent, or consequential, arising out of, based on, or incurred as a result of such claim. The provisions of this Paragraph shall survive the termination of this Agreement.

20. Default and Termination.
(a) Default. The occurrence of the following, after the giving of the notice required by Paragraph 20(c), shall constitute a material default (“Default”) under this Agreement by the non-performing Party: the failure to observe and perform each and every condition, restriction, covenant, or obligation in this Agreement applicable to the non-performing Party or the breach of any representation by that Party, except as expressly excused as provided in Paragraph 22(n).
(b) Right to Cure Default. The Party whose acts or omissions to act give rise to a Default as defined in Paragraph 20(a) shall be entitled to cure, correct, or remedy such Default, if (i) such defaulting party commences curing said Default within ten (10) days of receipt of the “Notice of Default”, as defined in Paragraph 20(c), and (ii) such defaulting Party thereafter diligently and continuously pursues the curing of the Default, and (iii) such defaulting Party fully completes such cure, correction or remedy within thirty (30) days of receipt of said Notice of Default. If the Default is not cured within the applicable period provided above, the non- breaching Party shall have the option, at its sole election, to extend the cure period as may be reasonably necessary to cure the Default or to terminate this Agreement by giving written notice of such election to the breaching Party. In the event the non-breaching Party determines to terminate this Agreement due to an uncured Default, the non-breaching Party’s remedy shall be as provided in Paragraph 7.
(c) Notice of Default. The non-breaching Party shall give written notice of default (“Notice of Default”) to the non-performing Party in the manner provided for in Paragraph 22(a), specifying the breach of this Agreement complained of by the non-breaching Party. Failure or delay in giving such notice shall not constitute a waiver of any breach of this Agreement.

21. Marketing. Seller agrees not to market or show the Property to, or solicit offers from, any other prospective purchasers during the term of this Agreement.

22. Miscellaneous.

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(a) Notices. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon (i) delivery by hand, (ii) one business day after being deposited with Federal Express or another reliable overnight courier service for next day delivery, or (iii) if given by facsimile followed the same day with Federal Express or another reliable overnight courier service for next day delivery, when sent, or (iv) the date of receipt or refusal of delivery if deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, and addressed as follows:

If to Seller: Vallejo City Unified School District
665 Walnut Ave.

Vallejo, CA 94592
(707) 556-8921
Attn: William Spalding
Superintendent
With copy to: Parker & Covert LLP
2520 Venture Oaks Way, Suite 190
Sacramento, CA 95833-4228
Attn: Addison Covert
(916)245-8677
[email protected]
If to Buyer: City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
(707) 648-4576
Attn: Michael Malone
City Manager
With a copy to: City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
(707) 648-4456
Attn: Veronica Nebb
City Attorney
If to Escrow: Placer Title Company
1300 Oliver Rd # 120
Fairfield, CA 94534
Attn: Laura Vierra
(707) 429-2211
[email protected]

or such other address as either party may from time to time specify in writing to the other.

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(b) Successors, Assigns and Nominees. Buyer shall not have the right to assign this Agreement without the consent or approval of Seller. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, administrators and assigns.
(c) Amendments. Except as otherwise provided herein, this Agreement may be amended or modified only by a written instrument executed by Seller and Buyer. (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. (e) Merger of Prior Agreements. This Agreement and the exhibits hereto constitute the entire agreement between the parties and supersedes all prior agreements and understandings between the parties relating to the subject matter hereof, including without limitation any letter of intent which shall be of no further force or effect upon execution of this Agreement by Buyer and Seller.
(f) Day or Days. Whenever reference is made to “day” or “days” in this Agreement, all such references shall refer to calendar days unless otherwise specifically stated. (g) Timing. For purposes of this Agreement “business day” shall mean any day other than a Saturday, Sunday, California or national holiday, or other day on which commercial bankers in California are generally not open for business. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a business day, in which event the period shall run to and include the next day which is a business day. (h) Severability. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. (i) Counterparts. This Agreement, and any document executed in connection with this Agreement, may be executed in any number of counterparts each of which shall be deemed an original and all of which shall constitute one and the same agreement with the same effect as if all parties had signed the same signature page. It shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on a single counterpart, but it shall be sufficient that the signature of, or on behalf of, each party, appear on one or more of the counterparts. Any signature page of this Agreement, and any document executed in connection with this Agreement, may be detached from any counterpart of this Agreement or such other document and reattached to any other counterpart of this Agreement or such other document identical in form hereto or thereto but having attached to it one or more additional signature pages. This Agreement, and any document executed in connection with this Agreement (except for the Deed or any other document to be recorded), shall DRAFT 1/26/2023
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be deemed executed and delivered upon each party’s delivery of executed signature pages of this Agreement or such other document, which signature pages may be delivered by facsimile with the same effect as delivery of the originals.
(j) No Waiver. Except as specifically provided for in this Agreement, no delay or failure on the part of any party hereto in exercising any right, power or privilege under this Agreement or under any other instrument or document given in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege. No waiver shall be valid against any party hereto unless made in writing and signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified herein. (k) Legal Representation. Each party has been represented by legal counsel in connection with the negotiation of the transactions herein contemplated and the drafting and negotiation of this Agreement. Each party and its counsel have had an opportunity to review and suggest revisions to the language of this Agreement. Accordingly, no provision of this Agreement shall be construed for or against or interpreted to the benefit or disadvantage of any party by reason of any party having or being deemed to have structured or drafted such provision. (l) Exhibits. All exhibits attached hereto are incorporated herein as though fully set forth herein.
(m) Signer’s Warranty. Each individual executing this Agreement on behalf of an entity hereby represents and warrants to the other party or parties to this Agreement that (i) such individual has been duly and validly authorized to execute and deliver this Agreement and any and all other documents contemplated by this Agreement on behalf of such entity; and (ii) this Agreement and all documents executed by such individual on behalf of such entity pursuant to this Agreement are and will be duly authorized, executed and delivered by such entity and are and will be legal, valid and binding obligations of such entity. (n) Enforced Delay; Extension of Times for Performance. In the event that either of the Parties are prevented from proceeding with any of their obligations under this Agreement by reason of events beyond that Party’s control, such as supernatural causes, strikes, lockouts, earthquake, war, insurrection, riots, floods, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, unusually severe weather, delays or inaction of independent contractors, litigation brought against the Property or a Party without the Party’s consent, including a challenge, remediation of hazardous materials located upon the Property, or similar events which are beyond that Party’s control, then that Party shall be entitled to an additional grace period or extension of time in which to perform the obligations whose performance is precluded by such event, equal to the period of delay caused by such event beyond that Party’s control, which period shall commence to run from the time of the commencement of the cause for delay and shall terminate upon termination of that cause. A Party wishing to invoke this subparagraph shall notify in writing the other Party to this Agreement of that intention within thirty (30) days of commencement of any such cause for delay and shall, at that time, specify the DRAFT 1/26/2023
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reasons therefor, the provisions of this Agreement that will be delayed as a result, and the period of such extension, if known, or, if not known, the Party’s best estimate thereof. The failure to so notify the other Party within that period as to the cause for delay shall result in the grace period commencing to run from the date of notice rather than from the commencement of the cause for delay.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BUYER: SELLER:

CITY OF VALLEJO VALLEJO CITY UNIFIED SCHOOL

DISTRICT
By: _______________________ By: ___________________________ _______________________ Superintendent
Its: _______________________
Placer Title Company agrees to act as Escrow Holder in accordance with the terms of this Agreement.

PLACER TITLE COMPANY
By: ___________________________
_______________________________
(Print Name and Title)
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EXHIBIT “A”

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
_____________________________
_____________________________
_____________________________
Attention: _____________________
_______________

MAIL TAX STATEMENT TO:

SAME AS ABOVE
(Space above Line for Recorder’s Use Only)

GRANT DEED AND AGREEMENT
THIS GRANT DEED AND AGREEMENT (“Agreement”) is made and entered into as of the _____ day of ______ 2022, by and between VALLEJO CITY UNIFIED SCHOOL DISTRICT (“Grantor”), and CITY OF VALLEJO (“Grantee”).

In consideration of the mutual promises contained in this Agreement, the parties hereto agree as follows:

1. Grant. For a valuable consideration, receipt of which is hereby acknowledged, Grantor hereby grants to Grantee that certain real property situated in the City of Vallejo, County of Solano, State of California, described on Attachment 1 and depicted on Attachment 2 attached hereto and by this reference incorporated herein (the “Property”), subject to the covenants, conditions and restrictions of this Agreement.

2. Payment of School Facility Fees. As a condition to the issuance of residential building permits, Grantee understands and agrees that its proposed development of the Property shall be subject to the payment of the greater of (a) the then current school facility fees adopted by the Board of Trustees of Grantor, pursuant to Education Code section 17621, or (b) the statutory rates for residential and/or commercial construction, as applicable, then in effect, pursuant to Government Code section 65995(b). This covenant shall be binding upon and enforceable against any successor, assign or nominee of Grantee.

3. Enforcement. Grantor and its successors and assigns shall be the only party to have the right to enforce (by proceedings at law or in equity) the restrictions, conditions and covenants imposed by the provisions of this Agreement, including the right to prevent the violation of any such restrictions, conditions and covenants and the right to recover damages for such violation.

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4. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto.

5. Time of Essence. Time is of the essence of each term, condition, obligation and provision hereof.

6. Provisions Severable. In the event any portion of this Agreement shall be declared by any court of competent jurisdiction to be invalid, illegal or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining parts hereof shall remain in full force and effect, as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.

7. Counterparts. This Deed may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Vallejo City Unified School District
By: ____________________________
Its: Superintendent
“Grantor”
City of Vallejo
By: ____________________________
Its: ________________________
By: ____________________________
Its: _________________________
“Grantee”
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STATE OF CALIFORNIA)
) ss.

COUNTY OF SOLANO )
On ________________, 2022, before me, the undersigned, a Notary Public in and for said County and State, personally appeared _________________ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the came in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument.

WITNESS my hand and official seal.
_____________________
Notary Public
________________________________________________________________________

STATE OF CALIFORNIA)
) ss.

COUNTY OF SOLANO )
On ______________, 2022, before me, the undersigned, a Notary Public in and for said County and State, personally appeared _________________ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the came in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument.

WITNESS my hand and official seal.
_______________________
Notary Public
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STATE OF CALIFORNIA)
) ss.

COUNTY OF SOLANO )
On _______________, 2022, before me, the undersigned, a Notary Public in and for said County and State, personally appeared _________________ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the came in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument.

WITNESS my hand and official seal.
_____________________
Notary Public
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Attachment A-1
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ATTACHMENT A-1

LEGAL DESCRIPTION OF THE PROPERTY
The land referred to herein below is situated in the City of Vallejo, County of Solano, State of California, is described as follows:

LEGAL DESCRIPTION
The land referred to herein below is situated in the City of Vallejo, County of Solano.

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ATTACHMENT A-2

SITE MAP OF PROPERTY

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EXHIBIT “B”
TRANSFEROR’S CERTIFICATION OF NON-FOREIGN STATUS
To inform City of Vallejo (“Transferee”), that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”), will not be required upon the transfer of certain real property to the Transferee by Vallejo City Unified School District(“Transferor”), the undersigned hereby certifies the following on behalf of the Transferor:

1. The Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);

2. The Transferor’s U.S. employer or tax (social security) identification number is 95-6001643.

The Transferor understands that this Certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

The Transferor understands that the Transferee is relying on this Certification in determining whether withholding is required upon said transfer.

The Transferor hereby agrees to indemnify, defend and hold the Transferee harmless from and against any and all obligations, liabilities, claims, losses, actions, causes of action, rights, demands, damages, costs and expenses of every kind, nature or character whatsoever (including, without limitation, reasonable attorneys’ fees and court costs) incurred by the Transferee as a result of: (i) the Transferor’s failure to pay U.S. Federal income tax which the Transferor is required to pay under applicable U.S. law; or (ii) any false or misleading statement contained herein.

Under penalty of perjury I declare that I have examined this Certification and to the best of my knowledge and belief it is true and correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.

Date: __________________, 2023
TRANSFEROR: Vallejo City Unified School District
By:__________________________
Superintendent
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EXHIBIT “C”

GENERAL ASSIGNMENT

GENERAL ASSIGNMENT OF CONTRACTS, AGREEMENTS,

PLANS, PERMITS, LICENSES, AND APPROVALS

THIS GENERAL ASSIGNMENT OF CONTRACTS, AGREEMENTS, PLANS, PERMITS, LICENSES, AND APPROVALS (“Assignment”) is made and entered into as of ____________, 2023, by and between VALLEJO CITY UNIFIED SCHOOL DISTRICT(“Assignor”), CITY OF VALLEJO (“Assignee”).

R E C I T A L S
A. Pursuant to that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions dated __, 2023, (“Agreement”), Assignor has concurrently with the Effective Date conveyed to Assignee, fee simple title to certain real property consisting of approximately 2.63 acres located at 740 Fifth Avenue, City of Vallejo, County of Solano, State of California, legally described in Exhibit “A” (the “Property”).

B. In accordance with the terms set forth in the Agreement, Assignor has agreed in connection with the conveyance of the Property to assign its interest in any and all contracts, agreements, warranties, guaranties, indemnities, entitlements, plans, permits, licenses, operating contracts, surveys, plans and specifications, governmental approvals, entitlements, authorizations, trade names, trademarks and other intangible rights, agreements with any utility companies, and all management, service, supply and maintenance contracts and agreements, contract rights and benefits, documents, and any other agreements, permits or other contractual arrangements of any nature whatsoever, with respect to the development, entitlement, ownership, operation, maintenance or administration of the Property.

C. Assignor desires to assign to Assignee all of its right, title and interest in and to the Contract Rights. Any initially capitalized terms not separately defined herein shall have the meaning set forth in the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the parties agree as follows:

1. Assignment. Assignor hereby assigns to Assignee all of Assignor’s right, title and interest in and to the Contract Rights relating to the Property which Assignor may hold. Assignee and Assignor shall reasonably cooperate to attempt to obtain any consents necessary to transfer and/or assign the contracts, agreements, plans, permits, entitlements, licenses and approvals described in this Assignment.

2. Effective Date. The “Effective Date” of this Assignment shall be the date of recordation of a grant deed conveying to Assignee fee simple interest in and to the Property described in Exhibit “A”.

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3. Attorneys’ Fees. In any action or proceeding between the parties hereto concerning or arising out of this Agreement, the prevailing party in such action shall be entitled to have and to recover from the other party its reasonable attorneys’ fees, expert witness fees, consultant fees and other reasonable expenses incurred in connection with such action or proceeding, in addition to its recoverable court costs, at trial and on any appeal.

4. Inurement. This Assignment shall inure to the benefit of Assignor and Assignee and their respective heirs, assigns and successors in interest.

5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of California.

6. Counterparts. This Assignment and any documents required to be executed by the parties hereunder may be executed in several counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

7. Inconsistencies. In the event of any inconsistencies between this Assignment and the Agreement, the terms of this Assignment shall control.

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IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first above written.

VALLEJO CITY UNIFIED SCHOOL DISTRICT
By:_______________________________________
Its: Superintendent
“Assignor”

CITY OF VALLEJO
_________________________________________
_________________________________________
By:______________________________________
Its:______________________________________
“Assignee”
CONSENT CALENDAR 9.D.

DATE: February 28, 2023
TO: Mayor and Members of the City Council
FROM: Christina Ratcliffe, AICP, Planning and Development Services Director SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH 4LEAF, INC. FOR

SPECIALIZED CODE ENFORCEMENT SERVICES IN AN AMOUNT NOT TO EXCEED $205,960 THROUGH JUNE 30, 2023

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute a Consultant and Professional Services Agreement with 4LEAF, Inc. for specialized code enforcement services in an amount not to exceed $205,960 through JUNE 30, 2023.

REASONS FOR RECOMMENDATION
The City does not have adequate staffing to evaluate the processes and train and manage new and existing staff. In particular, the Code Enforcement Manager is a key position and an interim manager is required as soon as possible.

BACKGROUND AND DISCUSSION
The Code Enforcement Division has recently been moved from the Police Department to the Planning and Development Services Department. The Division is greatly diminished, staffed at fifty percent of capacity, with only three Code Enforcement Officer positions, one Senior Code Enforcement Officer position and one Administrative Assistant position filled. This leaves the Code Enforcement Manager (a key position), Accounting Clerk, Secretary, and two Code Enforcement Officer positions vacant.

The agreement will provide the City with an Interim Code Enforcement Manager, as well as evaluating and streamlining our process and developing Standard Operating Procedures (SOPs), as needed to better operationalize Code Enforcement Services. The work will commence March 6, 2023 and is set to continue through June. If a Code Enforcement Manager can be recruited and hired before that time, the 4LEAF Manager position will end.

In accordance with the consultant selection criteria set forth in Vallejo Municipal Code Section 3.20.090.A.4, the consultant is providing a highly specialized service, and thus this agreement is exempt from the formal bidding process. Nevertheless, in October of last year, the City issued an RFP for Building, Plan Check and Code Enforcement Professional Services. Of the seven proposals submitted, only 4LEAF included Code Enforcement Services. In reviewing the proposal and interviewing the candidates proposed to manage the work, the staff were impressed by the consultant's field experience, their depth of knowledge, as well as their expertise as national Code Enforcement trainers.

FISCAL IMPACT
There will be no impact to the General Fund as a result of the recommended action. Funding for these professional services in the amount not to exceed $205,960 will be paid for using salary savings from existing vacancies in the Code Enforcement Division and existing service and supplies funds.

Date: February 28, 2023
Subject: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH 4LEAF, INC.

FOR SPECIALIZED CODE ENFORCEMENT SERVICES IN AN AMOUNT NOT TO EXCEED $205,960 THROUGH JUNE 30, 2023

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA), pursuant to CEQA Section 15378, as it is not a project that has the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

ATTACHMENTS

1. 4LEAF Resolution_Code Enf._CAO Stamp

2. 4-Leaf Consultant and Professional Services Agreement_CAO Stamp

3. Exs. A and B to 4LEAF_Consultant and Professional Svcs. Agreement

CONTACT
Christina Ratcliffe, AICP
Planning and Development Services Director (707) 648-4326 [email protected]

RESOLUTION NO. 23- _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH 4LEAF, INC. FOR CODE ENFORCEMENT SERVICES NOT TO EXCEED $205,960 THROUGH JUNE 2023 AND

AUTHORIZING THE CITY MANAGER TO EXECUTE SAME
WHEREAS, the City of Vallejo Code Enforcement Division has been transferred to the Planning and Development Services Department (“Department”); and
WHEREAS, the Division’s current staffing level is not sufficient to support the work required to function appropriately and an outside consultant is required to serve as an interim Manager to provide technical expertise regarding processes, streamlining and Standard Operating Procedures; and WHEREAS, 4LEAF, Inc. is well-qualified, willing, and able to provide such staffing and planning services; and
WHEREAS, the City’s Planning and Development Services Department has sufficient funds in its Professional Services and Salary Savings budget to pay for this work.

NOW, THEREFORE BE IT RESOLVED that the Council hereby approves a Professional Services Agreement between the City of Vallejo and 4LEAF, Inc. in an amount not to exceed $205,960 through June 30, 2023, attached hereto as Exhibit A.

BE IT FURTHER RESOLVED that the Council hereby authorizes the City Manager to execute the aforementioned Agreement.

Adopted by the City Council of the City of Vallejo at a regular meeting held on February 28, 2023, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________________

ROBERT MCCONNELL, MAYOR

ATTEST: ______________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Consultant and Professional Services Agreement_4Leaf, Inc. Page 1 of 10

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT
4LEAF, INC.

This Consultant and Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 28th day of February, 2023, by and between the City of Vallejo, a municipal corporation ("City"), and 4LEAF, Inc., a California corporation, hereinafter referred to as “Consultant”, who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the City professional services as specified in Exhibit A, “Scope of Work.”

2. Payment. City shall pay Consultant for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled “Compensation.” The payments specified in Exhibit B shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. Consultant shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant’s operations, or any subcontractor’s operations, to be performed under this agreement for Consultant’s or subcontractor’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any act or omission of Consultant, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the sole negligence or willful misconduct of the City.

The provisions of this section shall survive the expiration or termination of this Agreement.

Consultant and Professional Services Agreement_4Leaf, Inc. Page 2 of 10

5. Insurance Requirements. Consultant agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements for Consultant.” Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Consultant shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.

7. Conflict of Interest. Consultant warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Consultant’s family, business, real property or financial interests and the services to be provided under this Agreement. Consultant shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Consultant’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Consultant shall disclose such conflict in writing to City. Every individual who performs services on behalf of Consultant pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code.

8. Independent Contractor. Consultant is an independent contractor.

Neither Consultant nor any of Consultant’s officers, employees, agents, or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

9. Licenses, Permits, Etc. Consultant represents and warrants to City that all consultant services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Consultant and Professional Services Agreement_4Leaf, Inc. Page 3 of 10 Agreement and that Consultant has all the permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession.

10. Business License. Consultant, and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Consultant until such business license(s) has been obtained.

11. Standard of Performance. Consultant shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Consultant’s profession currently practicing in California.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.

Consultant’s responsibilities under this section shall not be delegated. Consultant shall be responsible to City for acts, errors, or omissions of Consultant’s subcontractors.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a project budget approved or amended by the City Manager or his or her designee.

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant.

Consultant and Professional Services Agreement_4Leaf, Inc. Page 4 of 10

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Consultant is unable to meet the completion date or schedule of services, Consultant shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Consultant agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Consultant pursuant to this Agreement shall be the full and complete compensation to which Consultant and Consultant’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Consultant nor Consultant’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Consultant. The City shall not be required to pay any workers' compensation insurance on behalf of Consultant.

Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

15. Consultant Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Consultant shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on March 6, 2023 and shall continue in full force and effect until June 30, 2023.

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of 30, 60, 90, or 120 days, by written notice to Consultant, up to a Consultant and Professional Services Agreement_4Leaf, Inc. Page 5 of 10 maximum of 1 year.

If the term of this Agreement extends into fiscal years subsequent to that in which it is initially approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo.

If funds to effect such continued payment are not appropriated, Consultant agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Consultant.

Upon receipt of a notice of termination, Consultant shall perform no further work except as specified in the notice. Before the date of termination, Consultant shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Consultant for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Consultant for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Consultant for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

18. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Consultant resulting from services rendered pursuant to this Agreement, shall become the property of City. Consultant agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Consultant makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite (2002) format as appropriate for the particular work product or, if directed by the City Representative in Adobe Acrobat PDF format.

Consultant and Professional Services Agreement_4Leaf, Inc. Page 6 of 10

19. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Consultant in the performance of Consultant’s services hereunder.

20. Assignment and Subcontracting. Consultant shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance, which consent shall not be unreasonably denied or delayed. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.

If subcontracting of work is permitted, Consultant shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Consultant. Use of the term subcontractor in any other provision of this contract shall not be construed to imply authorization for Consultant to use subcontractors for performance of any service under this Agreement.

The City is an intended beneficiary of any work performed by Consultant’s subcontractor for purposes of establishing a duty of care between the subcontractor and City.

Any subcontractor or assignee consented to by City shall be bound by all terms and conditions of this agreement and the same shall be incorporated into and made a part of any assignment or subcontractor agreement.

21. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

22. Non-Discrimination/Fair Employment Practices.
(a) Consultant shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.

Consultant warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual Consultant and Professional Services Agreement_4Leaf, Inc. Page 7 of 10 orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

In all solicitations either by competitive bidding or negotiations made by Consultant for work to be performed under any subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant’s obligation under this Agreement relative to nondiscrimination and fair employment practices.

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.
(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

23. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City: Christina Ratcliffe, AICP
Planning and Development Services Director
Planning and Development Svcs. Dept.
555 Santa Clara Street
Vallejo, CA 94590
[email protected]
If to Consultant: Craig Tole,
Director of Development Services
4LEAF, Inc.
2126 Rheem Drive
Pleasanton, CA 94588
[email protected]
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

24. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

25. Severability Clause. Should any provision of this Agreement ever be Consultant and Professional Services Agreement_4Leaf, Inc. Page 8 of 10 deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

27. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

28. Ambiguity. 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.

29. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

30. Headings. 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.

31. Compliance with Laws. Consultant will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

32. Confidentiality of City Information. During the performance of services under this Agreement, Consultant may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Consultant agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Consultant’s scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Consultant and Professional Services Agreement_4Leaf, Inc. Page 9 of 10 Consultant shall treat all records and work product prepared or maintained by Consultant in the performance of this Agreement as confidential.

A violation by Consultant of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Consultant’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

33. News and Information Release. Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

34. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.

35. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

36. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise.

Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.

37. Authority. The person signing this Agreement for Consultant hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Consultant.

38. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation”, including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments [SIGNATURES ON FOLLOWING PAGE]
Consultant and Professional Services Agreement_4Leaf, Inc. Page 10 of 10 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.
4LEAF, Inc., Inc.

By:

Kevin J. Duggan
President
DATE:

Vallejo Business License No.
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By:

Michael A. Malone
City Manager
DATE:

ATTEST:

By:

Dawn G. Abrahamson
City Clerk
APPROVED AS TO CONTENT:

Christina Ratcliffe, AICP
Planning and Development Services
Director
APPROVED AS TO FORM:

Veronica A.F. Nebb
City Attorney
APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager
Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 1 Exhibit A – Scope of Work

EXHIBIT A

SCOPE OF WORK
(Attach copy of Proposal)

Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 2 Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement, for a total not to exceed One hundred ninety-two thousand four hundred dollars and zero cents ($205,960.00).

2. Appropriate Billable Hourly Rates for Services and Additional Services.

Consultant’s billable hourly rates shall be as listed in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference.

3. Consultant’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Consultant for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.

4. Payments to Consultant.

A. Payments to Consultant shall be made within a reasonable time after receipt of Consultant’s invoice, said payments to be made in proportion to services performed.

B. Request for payment shall be sent to:

Anthony Cook
Administrative Analyst II
Planning and Development Services
555 Santa Clara Street
Vallejo, CA 94590

5. Accounting Records of Consultant. Consultant shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement. Consultant shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty four (24) hours’ notice.

The obligations of Consultant under this section shall survive this Agreement.

6. Taxes. Consultant shall pay, when and as due, any and all taxes incurred Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 2 Exhibit B - Compensation
as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

7. Taxpayer Identification Number. Consultant shall provide City with Consultant’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 3 Exhibit C – Insurance Requirements

EXHIBIT C

INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Consultant, their agents, representatives, or employees or subcontractors.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.

C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

D. Professional Liability insurance appropriate to the Consultant’s profession (Errors and Omission).

2. Minimum Limits of Insurance. Consultant shall maintain limits no less than:

A. General Liability: $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

C. Workers’ Compensation and Employer's Liability: $1,000,000 per accident for bodily injury or disease. If Consultant is not subject to California Workers’ Compensation requirements, Consultant shall file a completed certificate of exemption form which may be obtained from the City prior to commencing any activity authorized hereunder.

Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 3 Exhibit C – Insurance Requirements
D. Professional Liability (Errors and Omission): $1,000,000 combined single limit per occurrence, and annual aggregate.

3. Deductible and Self-Insured Retention. Any deductibles or self-insured retention must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4. Other Insurance Provisions. The general liability and automobile liability policies, as can be provided, are to contain, or be endorsed to contain, the following provisions:

A. The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. The insurance is to be issued by companies licensed to do business in the State of California.

B. Other than workers compensation coverage, for any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.

C. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

D. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

E. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

Consultant and Professional Services Agreement (Revised 01.2019) Page 3 of 3 Exhibit C – Insurance Requirements
F. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Consultant’s performance under this Agreement.

5. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Consultant shall furnish the City with certificates of insurance and original endorsements effecting general and automobile liability insurance coverage required by this clause. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences.

7. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

8. Payment Withhold. City will withhold payments to Consultant if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Consultant otherwise ceases to be insured as required herein.

TO THE

QUALIFICATIONS & PROPOSAL TO PROVIDE

CITY OF VALLEJO

CODE ENFORCEMENTSERVICES
Submitted February 16, 2023

TABLE OF CONTENTS
SECTION 2
SECTION 3
SECTION 4
SECTION 1

RESUMES

COVER LETTER

SCOPE OF WORK

COST PROPOSAL

QUALIFICATIONS & PROPOSAL TO PROVIDE
TO THE

CODE ENFORCEMENT SERVICES

CITY OF VALLEJO

COVER LETTER
SECTION 1

Engineering • Code Enforcement • Inspection • Plan Check • Planning

2126 Rheem Drive • Pleasanton, CA 94588 • Phone (925) 462-5959 City of Vallejo February 16, 2023 Community Development Department
555 Santa Clara St.

Vallejo, CA 94590
Attn: Christina Ratcliffe, AICP

RE: Qualifications & Proposal to Provide Code Enforcement Services.

Dear Ms. Ratcliffe,

4LEAF, Inc. (4LEAF) is excited to have the opportunity to submit our qualifications to provide professional Code Enforcement Services to the City of Vallejo (City) . 4LEAF has been providing these services to numerous public and private clients throughout California for more than 21 years and is eager to provide these services to the City. Our Code Enforcement Division is our newest and fastest growing scope —we have grown our team to 30+ professionals and tripled our Code Enforcement clients in the course of the past year. 4LEAF is the ideal choice for the following reasons:

Familiar & Local Consultant
4LEAF is currently serving the City of Vallejo’s Building Division with as -needed Plan Check, Permit Technician, and Building Inspection Services. In addition, 4LEAF has provided Code Enforcement Services to local municipalities such as the cities of San Pablo, Pinole, Santa Rosa, and Rohnert Park.

Team
4LEAF will ensure the City with personnel that have the knowledge, training, experience, and competencies to fulfill the roles and responsibilities of their assigned positions as they parallel the needs unique to the City of Vallejo . We are confident that the team we provide will be able to conduct all necessary research prior to investigative work being done to ensure they are equipped at time of inspection with all pertinent information on sites with code enforcement action.

4LEAF’s team will ensure adequate evidence gathering and proper noticing that will provide a solution - oriented approach while maintaining necessary due process. The quality team we will provide to the City of Vallejo will ensure they work effectively with internal staff from planning, building, engineering, fire, etc., and will work on establishing strong owner, tenant, and constituency relationships with the goal of voluntary compliance in mind. Avenues for escalated enforcement will be provided as needed for properties remaining in a non -complaint state while not losing sight of high -quality customer service in conformity with your program’s standards.

Notable Assessments
Recently, 4LEAF has provided Department Assessments and Standard Operating Procedures (SOP) revisions to the cities of Lathrop, Glendale, Napa, and Artesia.

Engineering • Code Enforcement • Inspection • Plan Check • Planning

2126 Rheem Drive • Pleasanton, CA 94588 • Phone (925) 462-5959 Scopes of Work
 Blight Enforcement
 Business License Enforcement
 Classroom Training with CEUs
 Community Outreach
 Department Assessments
 Hearing Officers
 Lead Paint Abatement
 Massage Parlor Enforcement
 Parking Enforcement
 Policy Review
 Program Analysis
 Program Development
 Project-Specific Assignments
 Rental Housing Enforcement
 Review and Develop SOPs
 Short-Term Rental Programs
 Staff Augmentation
 Stormwater Enforcement
 Subject-Matter Experts
 Substandard Housing
 Tobacco Enforcement
 Training Field Staff
 Vendor Enforcement
 Zoning Enforcement
Training
Our two Code Enforcement Directors, Pete Roque and Cecilia Muela, are experienced trainers through CACEO, AACE, and ICC. They both teach courses in Code Enforcement n ationally and are accredited to provide Continuing Education Units to certified personnel.

Leadership
The contract with the City of Vallejo will be managed by Pete Roque and Cecilia Muela. Pete has 17+ years of industry experience, has served on several local, State, and national boards, has managed several Code Enforcement Divisions, and is an industry subject matter expert. Cecilia is also a Code Enforcement expert with 20+ years of experience, is a national Code Enforcement trainer for state, national, and international code enforcement organizations, and is the founder of Women Leaders in Code Enforcement (WLCE).

Both Pete and Cecilia have implemented policies and procedures in many jurisdictions as well as created needed text amendments to ensure that Code Enforcement departments, projects, and personnel have the proper tools to succeed. They will both be available to the Vallejo to discuss project needs, staff requests, and contractual details.

PM/Director of Code
Enforcement
PM/Director of Code
Enforcement
4LEAF
Local Office
Pete Roque
Office: (925) 462-5959
Mobile: (562) 569-0098
Email: [email protected]
Cecilia Muela
Office: (925) 462-5959
Mobile: (707) 479-9883
Email: [email protected]
2126 Rheem Drive
Pleasanton, CA 94588
Phone: (925) 462-5959
Website: 4LEAFINC.COM

We appreciate this opportunity to present our qualifications and look forward to hearing back from the City of Vallejo. Should you have any questions, please do not hesitate to contact us.

Respectfully submitted,

Cecilia Muela Pete Roque
Director of Code Enforcement Director of Code Enforcement

QUALIFICATIONS & PROPOSAL TO PROVIDE
TO THE

CODE ENFORCEMENT SERVICES

CITY OF VALLEJO

SCOPE OF WORK
SECTION 2
Proposal to Provide Code Enforcement Services to the City of Vallejo.

Section 2: Scope of Work February 16, 2023
SECTION 2: SCOPE OF WORK
SERVICE 1 (60 DAYS):

Assessment of Department (Code Enforcement Director) : An assessment of the City of Vallejo Code Enforcement Department includes a comprehensive evaluation of its effectiveness, efficiency, and overall performance in carrying out its responsibilities. K ey factors to be consider ed and evaluated in this assessment may include but not limited to:
1) Compliance rates: The degree to which the department's efforts are successful in achieving compliance with relevant codes and regulations.
2) Enforcement actions: The number and type of enforcement actions taken by the department, such as fines, citations, or legal action, as well as the outcomes of those actions. 3) Customer satisfaction: The level of satisfaction of those who interact with the department, such as property owners or tenants, and their perception of the department's responsiveness and effectiveness.
4) Resources and staffing: The adequacy of the department's resources and staffing levels to handle its workload and meet its goals.
5) Communication and outreach: The department's efforts to communicate with the public and provide education on relevant codes and regulations.
6) Innovation and continuous improvement: The extent to which the department is seeking to improve its processes and procedures and is using technology and data to enhance its performance.

A
n assessment of a code enforcement department could also involve a review of its current policies, procedures, and training programs, as well as interviews with staff and other stakeholders, such as local officials, community members, or business owners. The goal of such an assessment would be to identify areas of strength and weakness , as well as opportunities for improvement . This will enhance the department's effectiveness in carrying out its mission.

EXHIBIT A
Proposal to Provide Code Enforcement Services to the City of Vallejo.

Section 2: Scope of Work February 16, 2023
SERVICE 2 (30 DAYS):

The Standard Operating Procedure (SOP) will be specific to the City of Vallejo C ode Enforcement Department. The document will provide a detailed guide for the development and implementation of a standardized approach to the City’s code enforcement activities. 4LEAF, Inc will review all applicable municipal and adopted codes to ensure specificity. The specific components of the SOP may vary depending on the needs and objectives of the code enfo rcement department, but the following elements are typically included:

Purpose: The document should provide a clear explanation of the purpose of the SOP, which in this case is to provide a standardized approach to code enforcement that promotes consistency, transparency, and accountability.

Scope: The SOP should clearly define the scope of its coverage, including the types of violations and properties that fall within the purview of the code enforcement department.

Definitions: The document should provide clear definitions of key terms used in the SOP, such as "violation," "citation," or "abatement."
Procedures: The bulk of the SOP should be devoted to detailed procedures for carrying out code enforcement activities, including:

1. R
eceiving and responding to complaints

2. Conducting inspections

3. Documenting violations

4. Issuing citations

5. Providing notice to property owners

6. Conducting hearings and appeals

7. Enforcing abatement orders

8. Coordinating with other agencies or departments as necessary Roles and responsibilities: The SOP should clearly define the roles and responsibilities of different personnel involved in code enforcement activities, including cod e enforcement officers, supervisors, and support staff.

Training: The SOP should specify the training and qualifications required for code enforcement personnel, as well as any ongoing training or professional development requirements.

Proposal to Provide Code Enforcement Services to the City of Vallejo.

Section 2: Scope of Work February 16, 2023
Recordkeeping: The SOP should provide guidance on the proper documentation and recordkeeping procedures for code enforcement activities, including complaint logs, inspection reports, citation records, and abatement orders.

Performance measurement: The SOP should include me trics or performance indicators that can be used to evaluate the effectiveness and efficiency of the code enforcement department, such as compliance rates, response times, or citation issuance rates.

Safety Procedure: A code enforcement officer safety pro cedure will be added to this SOP to ensure that the City meets SB296 (2022) guidelines.

T
he SOP serves as a comprehensive guide for code enforcement personnel. The SOP will outline the steps to be taken in carrying out their duties and ensuring that all activities are conducted in a consistent and transparent manner.

SERVICE 3 (UP TO 180 DAYS):
4LEAF, Inc. will provide a Code Enforcement Manager is responsible for overseeing and managing the operations of a City of Vallejo Code Enforcement Department. Their role is to ensure that the division is effectively carrying out its duties to enforce local laws and regulations, suc h as building codes, zoning ordinances, and health and safety regulations.

S
pecific responsibilities of a Code Enforcement Manager may include:

1. S
upervising and directing the activities of code enforcement officers: The Code Enforcement Manager is responsible for supervising and directing the activities of code enforcement officers, ensuring that they are properly trained, equipped, and supported in their work.

2. Im
plementing policies and procedures: The Code Enforcement Manager is responsible for implementing policies and procedures that guide the activities of the code enforcement division. This includes establishing new standard operating procedures for conducti ng i
nspections, issuing citations, and enforcing compliance if needed.

3. M
anaging the budget: The Code Enforcement Manager is responsible for managing the budget for the code enforcement division, ensuring that it is properly allocated and utilized to support the division's operations.

4. C
oordinating with other city departments and officials: The Code Enforcement Manager is responsible for coordinating with other city departments and officials, such as building Proposal to Provide Code Enforcement Services to the City of Vallejo.

Section 2: Scope of Work February 16, 2023
inspectors, health department officials, and city attorneys /prosecutors, to ensure that code enforcement activities are properly integrated with other city services.

5. R
esponding to public inquiries and complaints: The Code Enforcement Manager is responsible for responding to public inquiries and complaints related to code enforcement activities, ensuring that they are handled promptly and effectively.

6. E
nsuring compliance with applicable laws and regulations: The Code Enforcement Manager is responsible for ensuring that the code enforcement division operates in compliance with all applicable laws and regulations, including state and federal laws related to civil rights, fair housing, and environmental protection.

Th
e Code Enforcement Manager plays a critical role in ensuring that the code enforcement division operates effectively and efficiently . The assigned manager will ensure the Department is properly integrated with other city departments and services to support the overall health, safety, and welfare of the community.

QUALIFICATIONS & PROPOSAL TO PROVIDE
TO THE

CODE ENFORCEMENT SERVICES

CITY OF VALLEJO

COST PROPOSAL
SECTION 3
Cost Proposal: Code Enforcement Services
02/16/23
TBD
City of Vallejo
Code Enforcement Services (Assessment, SOP's, Department Management) City of Vallejo Community Development Dept.

ITEM: I Date Estimated UNIT ESTIMATED
CODE ENFORCEMENT SERVICES Hours PRICE TOTAL
Mar '23-April '23 320 $195 $62,400
Development of SOP's (Code Enforcement Director) Mar '23 168 $195 $32,760 Department Management (Code Enforcement Manager) Mar '23-June '23 680 $160 $108,800 Preliminary Sub-Total of Services provided by 4LEAF $203,960 Preliminary Estimated Fees $203,960
Expenses (Mileage) $2,000
Total Preliminary Estimated Fees $205,960
Estimate is to provide Code Enforcement Consulting Services to the City of Vallejo. 4LEAF's Directors will provide an assessment of the program to determine the proper amount of FTE's, assess current staff and abilities, review Municipal Code, recommend changes to SOP's, meet with City Management, and provide field and office training to current and new personnel. 4LEAF may also participate in the hiring and qualification review of new Code Enforcement Officers.

Starting in March, 4LEAF will employ a Code Enforcement Manager who will provide Department Management and assist to implement the revised SOP's, work with existing City Staff, and interface with City Stakeholders in the development of the Code Enforcement Division under Community Development Dept.

Management. Budget amount could extend beyone June with client permission. Additional funds may also be used for staff augmentation.

DATE:
4LEAF JOB No.:

CLIENT:

PROJECT(S):

JURISDICTION
Assessment of Department (Code Enforcement Director)

EXHIBIT B

QUALIFICATIONS & PROPOSAL TO PROVIDE
TO THE

CODE ENFORCEMENT SERVICES

CITY OF VALLEJO

RESUMES
SECTION 4

Pedro “Pete” Roque
Project Manager / Director of Code Enforcement

1 of 2

Experience Summary

Pete is a Code Enforcement expert with PC 832 and Advanced Certificates. He brings wit h him over 1 8 years of experience in Code Enforcement a nd has served in the capacit ies of Code Enfor cement Administrator, Code Enforcement Manager, and Community Development Inspector II for multiple California public agencies.

With a demonstrated history of working in the government administration industry , Pete is s killed in Government, Emergency Management, Law Enforcement, Disaster Response, and Plan Review.

He is a s trong Business Development professional with a Bachelor of Science focused in Business Administration . Pete is proficient in conflict resolution and has a wealth of knowledge in the subject s of permit regulations, City co des, housing investigations, citati on issuance , and lien appeals. Pete is also sk illed in working with o thers to achieve compliance while maintaining a safe working environment.

Select Professional Experience

4LEAF, Inc.

Project Manager / Director of Code Enforcement
2021 - Present
Pete recently joined 4LEAF as the Director of Code Enforcement where he receives a nd documents complaints from citizens regarding jurisdictional ordinance violations. Additional responsibilities include:
• Indicating procedures to abate v iolations of fire, building, business license, zoning, housing, dangerous building and property maintenance codes, and ordinances regulating abandoned vehicles, trash, and weeds.
• Supervising the preparation of Code Enforcement cases for legal action; prov ides testimony for administrative hearings, City Council or Planning Commission hearings, and court proceedings. • Responding to complex or sensitive complaints/inquiries • Conducting inspections, developing recommendations, and taking enforcement actions as needed. • Supervising enforcement personnel.

City of Garden Grove – City of Garden Grove, CA
Code Enforcement Administrator
July 2018 - 2021
• Supervised Senior and Junior Code Compliance Personnel as well as Administrative Staff. • Prepared staff evaluations and performance measures.
• Acted in the capacity of Grant Coordinator of Proposition 56 Tobacco Grant Program.

Experience
18+ years

Education
B.S., Management & Human Resources
Minor in Organizational Leadership
California State University Dominguez

A.A., General Education
Long Beach City College

Certifications
EPA Lead Renovation, Repair, & Painting
Environmental Protection Agency (EPA)

National Storm Water Inspector
National Stormwater Center

Certified Code Enforcement Officer
CA Association of Code Enforcement

PC 832
Rio Hondo College

2 of 2

Pedro “Pete” Roque
• Prepared criminal prosecutions and receivership.
• Created and implemented divisional policies and procedures. • Public Speaking and Training Facilitator for Building, Safety, and Law Enforcement personnel. • Performed community outreach to multiple agencies and community groups. • Prepared and presented City Council and other commission hearings/presentations. • Oversaw cost recovery and neighborhood preservation programs.

City of Montebello – Montebello, CA
Code Enforcement Manager
May 2014 - July 2018
• Supervised Senior and Junior Code Compliance Personnel. • Formulated and implemented municipal code text amendments and ordinances. • Evaluated staff performance and created professional development plans. • Prepared and presented staff reports for City Administrator and City Council. • Prepared criminal prosecutions for nuisance properties. • Prepare outstanding problem properties for receivership process. • Created and implemented departmental policies and procedures. • Provided public speaking and training to Community Development Department. • Spearheaded community outreach programs for seniors, community events, and schools. • Prepared City Council and various commissions hearings and presentations. • Created and implemented Cost Recovery and Neighborhood Preservation Programs. • Program Coordinator and Administrator for the Community Development Block Grant (CDBG).

City of Bellflower – Bellflower, CA
Community Development Inspector II / Lead Code Enforcement Inspector June 2005 - May 2014
• Created and Implemented Cost Recovery and Neighborhood Preservation Programs. • Program Coordinator and Administrator for the Community Development Block Grant (CDBG). • Created and administered Administrative Citation Program.

Driving and Training Instructor – Long Beach, CA
Driving Instructor / Drivers Education Trainer / Traffic School Instructor May 2005 - February 2020
• Taught the rules of the road and safety to traffic violators and new drivers. • Taught behind the wheel training for seniors and teenage drivers. • Certified Department of Motor Vehicles (DMV) trainer.

United States NAVY – San Diego CA
Gas Turbine Systems Engineer - Petty Officer Third Class August 1996 - August 1999
• Contributed to the repair and maintenance of gas turbine electrical systems. • Certified Gas Turbine Systems Electrician.
• Supervised Naval Engineering Room.
• Supervised staff of 15 enlisted service members.
• Honorably Discharged.

Cecilia Muela
Project Manager / Director of Code Enforcement / Trainer

1 of 3

Experience
13+ years

Education
Code Enforcement Officer
Sacramento River College –
Sacramento, CA
A.A. – General Education
Santa Rosa Jr. College – Santa
Rosa, CA

Certifications
CALOES – Safety Assessment
Evaluator NATEC International Lead
Safety for Renovation, Repair &
Painting
PC 832 Certification

Associations
ICC
CACEO
Experience Summary
Cecilia is the Director of Code Enforcement and possesses PC 832, CALOES, and NATEC Certifications. She brings more than 13 years of experience in Code Enforcement and has served in the capacities of Code Enforcement Officer, Code/Parking Enforcement Officer, Senior Specialty Combination Inspector & Assistant Chief Building Official.

Cecilia holds a wealth of knowledge in the subjects of permit regulations, city codes, housing investigations, citation issuance, and lien appeals along with excellent skills in conflict resolution. In addition, Cecilia is also one of the most sought-after public speakers and tours nationally on many Code topics in our industry. Cecilia teaches more than 20 courses for such agencies as International Code Council (ICC), American Association of Code Enforcement (AACE), and California Association of Code Enforcement Officers (CACEO).

Select Professional Experience

4LEAF, Inc.

Project Manager / Director of Code Enforcement
2022 - Present
Cecilia is the Director of Code Enforcement where she is responsible for the recruitment, hiring, placement, and training of all Code Enforcement personnel. Cecilia also routinely performs ride-a-longs with staff to ensure continuity in enforcement procedures and techniques. In addition, Cecilia also manages all Code Enforcement contracts and works with Cities and Counties on Standard Operating Procedures, implementation of policies, and performs training to staff. In addition, Cecilia has been invited to speak at National Conferences including the Healthy Homes Conference in Baltimore, 2022.

Women Leaders in Code Enforcement
Founder
2019 - Present
Cecilia is the Founder of the Women Leaders in Code Enforcement which focuses on the growth and development of Professionals within the Municipal Government Space.

Cecilia has just announced her 3
rd annual Symposium which will span three days and
featured +speakers from across the Nation. Hundreds of participants have registered virtually and in person for the training, development, and networking opportunities.

Cecilia Muela

2 of 3
City of Santa Rosa, CA
Assistant Chief Building Official
2021 - 2022
• Planned, organized, supervised, trained, evaluated, and directed the daily operations and activities of permit services, code enforcement, and the neighborhood revitalization program. • Served as Acting Chief Building Official and coordinated with the Chief Building Official to develop, document, and maintain building division processes and procedures. • Developed, implemented, and monitored operations and activities as required by changes in law, regulations, and rules.
• Maintained records and prepared a variety of reports, correspondence, and other written materials.
• Presented to representatives of other city departments, governmental agencies, policy boards, and a variety of business and community organizations.
• Assisted in developing and overseeing the implementation of cu stomer service policies and procedures.

City of Oakland – Oakland, CA
Senior Specialty Combination Inspector
2018 – 2021
• Responsible for leading code enforcement inspectors in journeymen class and oversee case management.
• Responsible for coordinating joint enforcement and regulation with other agencies such as fire prevention bureau, police, public works, Alameda County well and septic, Alameda County healthy housing, contractors state licensing board, Alameda County vector control, animal control, adult, and child protective services.
• Responsible for spearheading joint fire prevention bureau, building bureau, legal team, and city administration joint enforcement meeting task force for dangerous/unsafe building. • Worked closely with the city’s legal team assigned to code enforcement for review of on-going cases, receiverships, injunctive relief legal actions, relocations, and amendments for the tri- annual local code amendments to the model building codes, state housing codes, and Oakland housing maintenance codes as required by the building standards commission. • Subject Matter Expert for the Ghostship Fire Criminal and Civil Trial.

City of Santa Rosa – Santa Rosa, CA
Code Enforcement Officer
2015 - 2018
• Lead code enforcement offic er and was responsible for case management of substandard cases up to 200+ in case load.
• Responsible for serving as back-up inspector for the neighborhood revitalization multi- family inspection program.
• Responsible for reviewing project submittals for code compliance clearance and meeting with contractors, engineers, architects, and designers prior to project submittal and for on -going compliance.
• Responsible for case preparation and presentation for administrative hearings, for board of building regulation appeals, and expert witness testimony.

Cecilia Muela

3 of 3

City of Novato – Novato, CA
Code Enforcement Officer
2013 - 2015
• Responsible for investigation of code compliance complaints, reporting, and case management. • Responsible for full management of the perennial multi-family inspection program for the city, from billing and receiving to inspections and compliance thereof. • Served as subject matter expert in my field of code enforcement. • Responsible for reviewing project submittals for code compliance clearance and meeting with contractors, engineers, architects, designers prior to project submittal and for on -going compliance.

City of Santa Rosa – Santa Rosa, CA
Code/Parking Enforcement Officer / Permit Technician
2008 - 2013
• Responsible for investigation of code compliance complaints and case management thereof. • Responsible for review and approval of over-the-counter plan check and served as back-up for building inspections such as the neighborhood revitalization multi-family inspection program. • Responsible for reviewing project submittals for code compliance clearance and meeting with contractors, engineers, architects, designers prior to project submittal and for on -going compliance.
• Responsible for case preparation and presentation for administrative hearings, for board of building regulation appeals, and expert witness testimony. • Served as parking enforcement officer, issued citations, patrolled parking garages for safety, took in fees for parking citations, issued parking permits, and processed appeal requests.

Orlando Givens
Code Enforcement Manager

1 of 2

Experience
15+ years

Education
B.A. Degreee
Morehouse College, 1987

Certifications
ICC, Residential Building Inspector
PC 832

Software
Accela
GovClarity
GovOutreach
Experience Summary

Orlando brings with him more than 15 years of experience of industry experience, eight of which are focused solely on Code Enforcement. He has worked with numerous California municipalities in the capacity of a Code Enforcement Officer and has worked his way up to Manager after years of successful work and progression in the field. Orlando is skilled in the topics of violation notices, administrative citations, inspection warrants, and applicable state codes, ordinances, and regulations. In addition, Orlando teaches Code Enforcement courses for such Organizations as ICC, CACEO, and AACE.

Select Professional Experience

4LEAF, Inc.

Code Enforcement Manager
2022 - Present
Orlando recently joined 4LEAF as a Code Enforcement Manager. He is currently working with the City of Pittsburg developing the new Standard Operating Procedures and implementing them as the City transitioned Code Enforcement from P.D. to Community Development. He is also responsible for:
• Planning, directing, coordinating, and reviewing the work plan for Code Enforcement staff. • Assigning work activities, projects, and programs and reviewing and evaluating work products. • Overseeing and providing direction in the management and enforcement of all Code Enforcement programs.
• Selecting, training, and evaluating Code Enforcement personnel, including the coordination of staff training.

City of Alameda
Senior Code Enforcement Officer
2019 - 2022
• Led a team in the management of Code Enforcement activities in the City of Alameda. • Concentration on private property violations and bringing cases into compliance through the issuance of Notice of Inspection, Notice of Violation, Administrative Citation, Notice and Order to Vacate/Abate, Inspection Warrants, and Abatement Warrants. • Analyzed and reported on cases brought into compliance and those outstanding. • Performed significant field work to conduct inspections, develop recommendations, and take enforcement actions as needed, as well as supervise enforcement personnel. • Provided training and created training modules for Code Enforcement personnel. • Conducted field training with ride-a-long visits with Code Enforcement personnel.

Orlando Givens

2 of 2
City of Alameda
Code Enforcement Officer
2016 - 2019
• Brought Code Enforcement cases into compliance through the issuance of Notice of Inspection, Notice of Violation, Administrative Citation, Notice and Order to Vacate/Abate, Inspection Warrants, and Abatement Warrants.
• Utilized GovGlarity and ACCELA software to manage case load. • Experienced in cases involving work without permits and excessive personal property accumulation.
• Administered Alameda Municipal Code, California Residential, Building, Electrical, Plumbing and Mechanical Codes, Uniform Code for the Abatement of Dangerous Buildings, Uniform Housing Code, and California Health and Safety Code.

HR Green, Inc.

Code Enforcement Officer
2015 - 2016
• Provided c ontract Code Enforcement Officer services and was assigned to the City of Jurupa Valley, CA.
• Utilized GovOutreach and GovClarity software systems to manage case load. • Issued Administrative Citations, Notice of Inspection, Notice of Violation, and Notice and Order to obtain compliance.

ABG Field Services, LLC, San Ramon, CA
Principal
2008 - 2015
• Managed more than 2,500 residential and commercial properties through the foreclosure life - cycle.
• Worked collaborat ively with Code Enforcement Officials to remediate code violations on properties under management.
• Marketed services for prospective clientele.
• Met routinely with field staff to assist in operations.