Agenda packet — Vallejo City Council, June 13, 2023 (part 2 of 10)

The costs for the Marina sedimentation analysis will be paid through the Capital Improvement Project PWM06:

Marina Dredging. No additional funding or increase in expenditure budget is being requested at this time.

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.

ATTACHMENTS

1. Reso - Foth Van Dyke - Marina_CAO Stamp

2. Foth Van Dyke- Consultant Professional Services Agreement - Marina Sendimentation_CAO Stamp

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

RESOLUTION NO. 23-______

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

PROFESSIONAL SERVICES AGREEMENT WITH FOTH & VAN DYKE AND ASSOCIATES IN THE AMOUNT OF $175,822, INCLUDING CONTINGENCY, FOR MARINA SEDIMENTATION ANALYSIS WHEREAS, the Vallejo Municipal Marina has been experiencing excessive sedimentation in the harbor and the existing breakwater wall surrounding the Marina has failed in many areas, causing the Marina to suffer severe and accelerated shoaling; and
WHEREAS, as a part of the planning effort to regenerate the Marina, F3 Marina, the Marina Operator, solicitated quotes from four qualified consultants to perform sedimentation analysis of the Marina and to provide alternative design configurations for the Marina to reduce shoaling; and WHEREAS, Foth & Van Dyke and Associates, Inc. was chosen to perform these services based on its knowledge and experience working with the Vallejo Municipal Marina and WETA on previous projects; and WHEREAS, Foth & Van Dyke and Associates will complete three tasks; data collections, numerical modeling and engineering analysis for a sum not to exceed $175,822, including $20,000 contingency.

NOW THEREFORE BE IT RESOLVED that the City Council hereby approves the Consultant and Professional Services Agreement with Foth & Van Dyke and Associates, Inc. in the amount of $175,822, including $20,000 in contingency, for the Marina sedimentation analysis work as set forth in the Agreement.

Adopted by the City Council of the City of Vallejo at a regular meeting held on June 13, 2023, with the following vote:

AYES:

NOES:

ABSENT:
____________________________________
ROBERT H. McCONNELL, MAYOR
ATTEST: _____________________________________
DAWN G. ABRAHAMSON, CITY CLERK

Consultant and Professional Services Agreement Page 1 of 11

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT
This Consultant and Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 14th day of June, 2023, by and between the City of Vallejo, a municipal corporation ("City"), and Foth & Van Dyke and Associates, Inc., a Wisconsin 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, 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. 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.

5. Insurance Requirements. Consultant agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements

Consultant and Professional Services Agreement Page 2 of 11 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 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 Consultant and Professional Services Agreement Page 3 of 11 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.

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or Consultant and Professional Services Agreement Page 4 of 11 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 June 14, 2023 and shall continue in full force and effect until June 30, 2024.

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to Consultant. The total duration of this Agreement, including the exercise of any options under this section, shall not extend past June 30, 2025.

Consultant and Professional Services Agreement Page 5 of 11 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 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 Page 6 of 11

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 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 Page 7 of 11 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:

Melissa Tigbao
Public Works Director
City of Vallejo – Public Works
555 Santa Clara Street
Vallejo, CA 94590
If to Consultant:

Wendy Rocha
Senior Client Manager
Foth & Van Dyke and Associates, Inc
755 Baywood Drive, Suite 228
Petaluma, CA 94954
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.

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 Consultant and Professional Services Agreement Page 8 of 11 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 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 Consultant and Professional Services Agreement Page 9 of 11 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 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 Consultant and Professional Services Agreement Page 10 of 11 [SIGNATURES ON FOLLOWING PAGE]
Consultant and Professional Services Agreement Page 11 of 11 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

Foth & Van Dyke and Associates, Inc
a Wisconsin corporation
By:

Susan Davis
General Counsel & Director of Risk
Management
DATE:
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By:

Michael Malone
City Manager
DATE:

ATTEST:

By:

Dawn G. Abrahamson
City Clerk
APPROVED AS TO CONTENT:

Melissa Tigbao
Public Works Director
APPROVED AS TO FORM:

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

Armond Sarkis
Risk Manager
Consultant and Professional Services Agreement Page 1 of 19 Exhibit A – Scope of Work

EXHIBIT A

SCOPE OF WORK

1. Representatives. The City Representative for this Agreement is:

Melissa Tigbao
Public Works Director
Public Works Department
555 Santa Clara Street
Vallejo CA 94590
[email protected]
The Consultant’s Representative for this Agreement is:

Wendy Rocha
Senior Client Manager
Foth & Van Dyke and Associates, Inc.
755 Baywood Drive, Suite 228
Petaluma, CA 94954
508-642-2469
[email protected]
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 contained in Attachment 1 of Exhibit A. 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 [insert date].

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 Consultant and Professional Services Agreement Page 2 of 19 Exhibit A – Scope of Work
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: [INSERT LIST OF EMPLOYEE NAMES] Consultant and Professional Services Agreement Page 3 of 19 Exhibit A – Scope of Work
Attachment #1 of Exhibit A

Consultant and Professional Services Agreement Page 4 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 5 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 6 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 7 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 8 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 9 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 10 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 11 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 12 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 13 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 14 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 15 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 16 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 17 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 18 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 19 of 19 Exhibit A – Scope of Work

Consultant and Professional Services Agreement Page 1 of 3 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 and for all authorized reimbursable expenses, for a total not to exceed one hundred fifty-five thousand eight hundred twenty-two dollars and zero cents [ $155,822.00].

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 A, 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.

Consultant and Professional Services Agreement Page 2 of 3 Exhibit B - Compensation

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 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. Date of Invoice Issuance

3. Sequential Invoice Number

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

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

6. 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, account statements and payment inquires shall be emailed to:

[email protected]

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 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.

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.

7. Taxpayer Identification Number. Consultant shall provide City with Consultant’s complete Request for Taxpayer Identification Number and Consultant and Professional Services Agreement Page 3 of 3 Exhibit B - Compensation
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 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 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. 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.

F. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers' compensation carrier Consultant and Professional Services Agreement Page 3 of 3 Exhibit C – Insurance Requirements
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.

CONSENT CALENDAR 8.H.

DATE: June 13, 2023
TO: Mayor and Members of the City Council
FROM: Stephanie Sifuentes, Human Resources Director
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST

AMENDMENT TO THE CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH BEAUCHAINE CONSULTING, LLC.

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute a First Amendment to the Consultant and Professional Services Agreement with Beauchaine Consulting Group, LLC. (23-HR098) for HR Consulting services by $207,000 to an amount not to exceed $300,000.

REASONS FOR RECOMMENDATION
Executing this First Amendment with Beauchaine Consulting Group, LLC., will allow the City to continue Beauchaine’s consulting services to complete projects and meet deadlines.

BACKGROUND AND DISCUSSION
The City of Vallejo has contracted with Beauchaine Consulting to provide assistance with Employer-Employee Relations, including support for labor negotiations with various bargaining units. Beauchaine Consulting is currently providing services to the City that will require more time than previously anticipated. While efforts are being made to fill various positions to reduce the utilization of consulting agencies, existing operational needs being met through Beauchaine Consulting are on trend to exceed the original compensation limits of $93,000. The existing agreement with Beauchaine Consulting will require an increase to the maximum compensation amount so as not to disrupt the current work being performed for the City through June 30, 2023.

The First Amendment would increase compensation by $207,000 for a new not to exceed limit of $300,000 as well as extend the term through June 30, 2024.

FISCAL IMPACT
There is no fiscal impact associated with the action because funding is approved by City Council during budget processes or by approved budget transfers as a result of salary and other line items savings throughout each fiscal year. There is no impact to the General Fund.

ATTACHMENTS

1. Beauchaine Reso CAO Stamp

2. Amendment to Master Agreement - Beauchaine CAO Stamp (1)

3. Exhibit A - Attachment 1 Scope of Services CAO Stamp

Date: June 13, 2023
Subject: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST

AMENDMENT TO THE CONSULTANT AND PROFESSIONAL SERVICES
AGREEMENT WITH BEAUCHAINE CONSULTING, LLC.

Page 2 ends

4. 23-HR098 BEAUCHAINE CONSULTING GROUP LLC Consultant and Professional Services Agreement

CONTACT
Stephanie Sifuentes, Human Resources Director (707) 649-4852 [email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. _________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO THE

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH
BEAUCHAINE CONSULTING, LLC.

WHEREAS, on December 20,2022, the City entered into a Consultant and Professional Services Agreement (the “Agreement”) with Beauchaine Consulting (the “Consultant”), to continue providing consulting services relating to employer-employee relations; and WHEREAS, Beauchaine is currently providing consulting services to the City of Vallejo that will require more time than previously anticipated; and WHEREAS, the City and the Consultant now desire to increase the not-to-exceed amount of the Agreement to $300,000 to continue services; and WHEREAS, the City has revised the scope of services to more accurately reflect the services currently needed by the City; and
WHEREAS, the Agreement is extended an additional year and will end on June 30, 2024.

NOW THEREFORE, BE IT RESOLVED that the City Manager or his designee be authorized on behalf of the City Council to execute a First Amendment to Consultant and Professional Services Agreement between the City of Vallejo and Beauchaine Consulting, LLC.

Adopted by the Council of the City of Vallejo at a regular meeting held on June 13, 2023 with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_____________________________________
ROBERT H. MCCONELL, MAYOR
ATTEST:
_____________________________________
DAWN G. ABRAHAMSON, CITY CLERK
First Amendment to Agreement Between City of Vallejo and Beauchaine Consulting Group, LLC. Page 1 of 3 (Revised 01.2019)
Approved as to form:

By: for
Veronica Nebb, City Attorney

FIRST AMENDMENT TO

AGREEMENT BETWEEN

CITY OF VALLEJO
AND
BEAUCHAINE CONSULTING GROUP, LLC.

This First Amendment to the Consultant and Professional Services Agreement (23- HR098) made and entered into on December 20, 2022, hereafter referred to as “Agreement”, between Beauchaine Consulting Group, LLC., 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 13th day of June 2023.

Consultant and City do mutually agree as follows:

1. Amendment to Compensation.Exhibit B, Section 1.A. of the Agreement is hereby amended to increase compensation by two hundred and seven thousand dollars ($207,000) with a not to exceed total of three hundred thousand dollars ($300,000).

2. Replacement of Attachment 1 Exhibit A – Scope of Services. Exhibit A to the Scope of Work is hereby amended with a revised Attachment 1 Exhibit A Scope of Services attached hereto;

3. Revised Term of the Agreement. The Agreement term is currently scheduled to expire on June 30, 2023. As of the date of this First Amendment, the term of the Agreement is extended to and shall expire on June 30, 2024.

4. 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.

5. 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.

6. 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.

7. Counterparts. This First Amendment may be executed by the parties in one or First Amendment to Agreement Between City of Vallejo and Beauchaine Consulting Group, LLC. Page 2 of 3 (Revised 01.2019)
more counterparts all of which collectively shall constitute one document and agreement.

8. 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.
(SIGNATURES ARE ON THE FOLLOWING PAGE)
First Amendment to Agreement Between City of Vallejo and Beauchaine Consulting Group, LLC. 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.

BEAUCHAINE CONSULTING GROUP
an LLC
BY:

Stephanie Beauchaine
CEO/Principal Consultant
DATE:
(City Seal)

CITY OF VALLEJO,
a municipal corporation
BY:

MICHAEL MALONE
City Manager
DATE:

ATTEST:

DAWN ABRAHAMSON
City Clerk
APPROVED AS TO CONTENT:

TERRANCE DAVIS
Interim Human Resources Director
APPROVED AS TO FORM:

VERONICA A.F. NEBB
City Attorney
APPROVED AS TO INSURANCE:

ARMOND SARKIS
Risk Manager
____________________________________________________________________________ Beauchaine Group - Consultant and Professional Services Agreement (Revised 01.2019) Page 3 of 3 Exhibit A – Scope of Work
Approved as to form:

By: for
Veronica Nebb, City Attorney
Attachment 1
(Exhibit A)
Scope of Services

1. Continue augmenting VPD's current task force for DOJ OIR recommendations with extra bandwidth to revise and proof drafts or proposed modifications from DOJ.

2. Represent City of Vallejo management as lead negotiator for continued negotiations to reach successor MOU with VPOA.

3. Provide professional services and support to the Human Resources Department as requested by the Director of HR within the limits of this contract relating to employer-employee relations and other functions.

Dec 21, 2022 9:04 AM, 1049444890
Contract and Routing Form
Date Originated:

Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Human Resources Department,
Staff Contact: Cathy Nubla, [email protected] Contract Type: Master Consultant and Professional Services Agreement Vendor: Beauchaine Consulting Group, LLC. Vendor Number:104326 Business License Number: 11714998
Contract Not to Exceed Amount: 93000.00
Contract Start Date: Dec 20, 2022 End Date: Jun 30, 2023 Option to Extend: Intervals of 90 days not to exceed three years Authority to Contract: City Council Date to Council: Dec 20, 2022 Other Comments:

There was a 3rd amendment to contract #22-HR092 for an amount not to exceed $190k ending on 12/31/22.

This is a new agreement effective 12/20/22 - 6/30/23 for an amount not to exceed $93k.

Attachments are uploaded for review here: https://bit.ly/vContracts Approved Pre-Requisition Form
Insurance
I have uploaded additional files.Yes
DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 23-HR098
Contract and Routing Form
Signature Page
Department Initial Date Comment
Originating Department/Division
Risk Manager

Finance Department

City Attorney

City Manager

City Clerk

Return executed contract to: Cathy Nubla
DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 12/21/2022
12/28/2022
12/28/2022
1/3/2023
1/3/2023
1/3/2023

Dec 30, 2022 4:55 PM, 1052269839
Pre-Requisition Form
Financ
e Department · 555 Santa Clara Street · Vallejo · CA · 94590 · 707.648.4592 Department: Human Resources Department,
Staff Contact: Cathy Nubla, [email protected] Vendor: Beauchaine Consulting Group, LLC. Vendor Number 104326 Term: Purchase this FY
Anticipated Purchase Date: Dec 20, 2022
Will an HTE Purchase Order be used as the contract/agreement? Yes Purchasing Authority: City Council Anticipated Date to Council: Dec 20, 2022 Total Projected Expenditure: 93000.00
Anticipated Account Number 001-1801-416-06-01
Multiple Project Numbers? Multiple Account Numbers? No, just one Description of Proposed Purchase:

HR bargaining consulting
I have reviewed the city-wide contracts, expenditure and encumbrance reports to comply with the VMC.

It is an existing vendor and I am working to take an action to the City Council because it will exceed the City- wide cap of $100,000 in a single FY.

Competitive Process: I am exempt from having to complete a Competitive Process Exemption Explanation:

New contract with existing vendor
Explanation for Vendor Selection:

New contract with existing vendor
Other Comments:

There was a 3rd amendment to contract #22-HR092 for an amount not to exceed $190k ending on 12/31/22.

This is a new agreement effective 12/20/22 - 6/30/23 for an amount not to exceed $93k. The total expense amount for this vendor is $283k.

Uploaded documents available for review https://bit.ly/vPreReqs.

WarrantyNo
-82:1547Ā.7;36893Ā0-*Ā'+($-/"$Ȁ-&+"Ȁ$#.)Ȁ(,!+Ȁ/#.$,""$ %-( InsuranceYes
-82:1547Ā.7;36893Ā0-*Ā'+($-/"$Ȁ-&+"Ȁ$#.)Ȁ(,!+Ȁ/#.$,""$ %-( Pre-Requisition Signature Section
Complete HTE Requisition and Write # here before routing:

Department Comment

Delegated Signee: Rachel Ferguson
Title: Human Resources Director
E-mail: [email protected]

_
Signature Date

Route Final HTE PO to City Clerk for Contract Log

-82:1547Ā.7;36893Ā0-*Ā'+($-/"$Ȁ-&+"Ȁ$#.)Ȁ(,!+Ȁ/#.$,""$ %-(

Beauchaine Group - Consultant and Professional Services Agreement Page 1 of 11

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT
This Consultant and Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 20th day of December, 2022, by and between the C ity of Vallejo, a municipal corporation (" City"), and Beauchaine Consulting Group, LLC. hereinafter referred to as “Consultant”, who agree as follows:

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

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.
(a) 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 the operations of Consultant, Consultant’s officers, officials, directors, employees, agents, volunteers and affiliates and each of them (herein collectively, Consultant), , 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, or willful misconduct, including but not li mited 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 . Notwithstanding the above, such indemnification obligation shall not apply to liability arising out of claims made by City employees or employee bargaining units relating to labor negotiations or disciplinary actions, nor to liability arising out of the sole negligence or willful misconduct of the City.

DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 Beauchaine Group - Consultant and Professional Services Agreement Page 2 of 11 (b) City shall ind emnify, hold harmless, and defend Consultant, its officers, officials, directors, employees, agents, 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, ex pert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with the acts, errors or omissions of City or any City officer, official, employee, agent or volunteer (herein collectively, City), relating to the performance of this Agreement including active or passive, or strict negligence, or willful misconduct, 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 City, 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 Consultant.

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

5. Insurance Requirements. Consultant agrees to comply with all of the Insurance Requirements set for th 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 s hall 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 Ci ty. 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 decisi on whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 Beauchaine Group - Consultant and Professional Services Agreement Page 3 of 11 authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications fo r 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 spe cified 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 C ity 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 A greement; however, C ity shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

9. Licences, Permits, Etc. Consultant represents and warrants to C ity that all consultant services shall be provided by a person or persons d uly 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 it s 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 A greement 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 m aintain 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 A greement 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 affectin g 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 DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 Beauchaine Group - Consultant and Professional Services Agreement Page 4 of 11 subcontractors.

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

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 DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 Beauchaine Group - Consultant and Professional Services Agreement Page 5 of 11 workers' compensation insurance on behalf of Consultant.

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 December 20, 2022 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 90 days , by written notice to Consultant. The total duration of this Agreement, including the exercise of any options under this section, shall not exceed three years.

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 service s supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

Upon receipt of a notice of termination, Consultant shall perform no further work except as specified in the notice. Before the date of termi nation, 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 DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 Beauchaine Group - Consultant and Professional Services Agreement Page 6 of 11 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 A greement, shall become the property of C ity. 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 (200 2) 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.

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 DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 Beauchaine Group - Consultant and Professional Services Agreement Page 7 of 11 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.

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 sex ual 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, inc luding 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.

If to City: Terrance Davis
Assistant City Manager
555 Santa Clara Street
Vallejo, CA 94590
DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 Beauchaine Group - Consultant and Professional Services Agreement Page 8 of 11 If to Consultant: Aaron Slater
Managing Consultant
Beauchaine Consulting Group, LLC.
2359 Shamrock Dr.

Fortuna, CA 95540
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.

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 wri tten agreement executed by each of the parties hereto.

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

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

28. Ambiguity. The parties acknowledge that this is a negotiated a greement, 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.

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 DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 Beauchaine Group - Consultant and Professional Services Agreement Page 9 of 11 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 Informatio n") 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 I nformation 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.

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 A greement 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 part y pursuant to the notice DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 Beauchaine Group - Consultant and Professional Services Agreement Page 10 of 11 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 h ereto 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]
DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 Beauchaine Group - Consultant and Professional Services Agreement Page 11 of 11 IN WITNESS WHEREOF, the parties have executed this A greement on the day and year shown below the name of each of the parties.

BEAUCHAINE CONSULTING GROUP
an LLC
By:

Stephanie Beauchaine
CEO/Principal Consultant
DATE:
11714998_
Vallejo Business License No.
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By:

Michael Malone
City Manager
DATE:

ATTEST:

By:

Dawn Abrahamson
City Clerk
APPROVED AS TO CONTENT:

Rachel Ferguson
Human Resources Director
APPROVED AS TO FORM:

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

Armond Sarkis
Risk Manager
DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 12/21/2022
1/3/2023

Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 3 Exhibit A – Scope of Work

EXHIBIT A

SCOPE OF WORK

1. Representatives. The City Representative for this Agreement is:

Terrance Davis
Assistant City Manager
555 Santa Clara Street
Vallejo, CA 94590
[email protected]

The Consultant’s Representative for this Agreement is:

Aaron Slater
Managing Consultant
Beauchaine Consulting Group, LLC
2359 Shamrock Drive
Fortuna, CA 95540
415-689-4014
[email protected]

All routine administrative communications between the parties will be between the above named representative and may be by personal delivery, mail, 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, 2023.

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 DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0

Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 3 Exhibit A – Scope of Work
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:

Aaron Slater

DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0

Consultant and Professional Services Agreement (Revised 01.2019) Page 3 of 3 Exhibit A – Scope of Work

Attachment 1
(Exhibit A)
Scope of Services

1. Draft and prepare DOJ OIR recommendations for implementation in the Police Department, including but not limited to the following:
a. Family Liaison Protocol (item 34) by 2/28/23
b. Chief/Family Meeting (item 35) by 2/28/23
c. Review of Sharing Protocols (item 36) by 12/30/22
d. OIS Community Meetings (item 37) by 12/30/22
e. OIS Video and Internal Review PR (item 38) by 12/30/22 f. Handling of Critics (item 39) by 3/31/23
g. Soliciting Community Feedback (item 42) by 5/31/23
h. Feedback Loop for CJ Partners (item 43) by 5/31/23
i. Community Policy Feedback (item 44) by 5/31/23

2. Represent City of Vallejo management as lead negotiator for continued negotiations to reach successor MOU with VPOA.

DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0

Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 4 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 A greement and for all authorized reimbursable expenses , for a total not to exceed ninety-three thousand dollars $93,000.00

City ag rees to pay Consultant for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses upon satisfactory completion of the services and delivery of the work product.

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 A greement. 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 . C ity 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. C ity, 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 DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0

Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 4 Exhibit B - Compensation
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 by-weekly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the Consultant’s 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. Date of Invoice Issuance

3. Sequential Invoice Number

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

5. Social Security Number or Taxpayer Identification Number

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

7. Total Billed to Date

C. Items shall be separate d into Services and Reimbursable Expenses.

Billings that do not conform to the format outlined above shall be returned to Consultant for correction. C ity shall not be responsible for delays in payment to Consultant resulting from Consultant’s failure to comply with the invoice format described above.

D. Request for payment shall be sent to:

Cathy Nubla
Admin Analyst II
Human Resources
555 Santa Clara Street
Vallejo, CA 94590
[email protected]
Cc: [email protected]

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 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 DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0

Consultant and Professional Services Agreement (Revised 01.2019) Page 3 of 4 Exhibit B - Compensation
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.

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.

DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0

Consultant and Professional Services Agreement (Revised 01.2019) Page 4 of 4 Exhibit B - Compensation

Attachment 1
(Exhibit B)
Billable Hourly Rate

Position Billable Rate
Managing Consultant $ 225.00
DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0

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 Fo rm 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.

DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0

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 i nsurer 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, officia ls, employees, agents or volunteers. The insurance is to be issued by companies licensed to do business in the State of California.

B. 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.

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 n ot 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.

F. The w orkers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers' compensation carrier DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0

Consultant and Professional Services Agreement (Revised 01.2019) Page 3 of 3 Exhibit C – Insurance Requirements
waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such poli cy 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 insur er 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 sub contractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for sub contractors 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.

DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 36 82 of

COMMERCIAL AUTO
AC 85 43 08 21
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CALIFORNIA BUSINESS AUTO COVERAGE

ENHANCEMENT ENDORSEMENT
2021 Liberty Mutual Insurance
AC 85 43 08 21 Page 1 of 7Includes copyrighted material of Insurance Services Office, Inc., with its permission.

This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement.

If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state.

COVERAGE INDEX

SUBJECT PROVISION NUMBER
ACCIDENTAL AIRBAG DEPLOYMENT 12
ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3
AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 20 AMENDED FELLOW EMPLOYEE EXCLUSION 5
AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 14 BODILY INJURY REDEFINED 24
EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 2 EXTRA EXPENSE - BROADENED COVERAGE 10
GLASS REPAIR - WAIVER OF DEDUCTIBLE 16
HIRED AUTO COVERAGE TERRITORY 22
HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 6 LOAN / LEASE GAP (Coverage Not Available In New York) 15 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 1
PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 17 PERSONAL EFFECTS COVERAGE 11
PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM 13 PRIMARY AND NON-CONTRIBUTORY - WRITTEN CONTRACT OR WRITTEN AGREEMENT 23 RENTAL REIMBURSEMENT 9
SUPPLEMENTARY PAYMENTS 4
TOWING AND LABOR 7
TWO OR MORE DEDUCTIBLES 18
UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 19
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 21 SECTION II - LIABILITY COVERAGEis amended as follows:

1. NEWLY FORMED OR ACQUIRED SUBSIDIARIES
SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured":
d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation.

However, "insured" does not include any organization that:
(1) Is a partnership or joint venture; or
(2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or
(3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy.

DocuSign Envelope ID: F707DF53-3EB3-43E2-8968-D9D9DD26AC1E DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 37 82 of
64379384002442270
2021 Liberty Mutual Insurance
AC 85 43 08 21 Page 2 of 7Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization.

2. EMPLOYEES AS INSUREDS
SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured":
e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee’s" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee".

3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT
SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured":
g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured".

However, such person or organization is an "insured":
(1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and
(3) Only for the duration of that contract, agreement or permit.

The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 23, this policy is excess over any other collectible insurance.

4. SUPPLEMENTARY PAYMENTS
SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments , Paragraphs (2) and (4) are replaced by the following:
(2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work.

5. AMENDED FELLOW EMPLOYEE EXCLUSION
In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added:

SECTION II - LIABILITY, Exclusion B.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss".

This coverage is excess over any other collectible insurance.

SECTION III - PHYSICAL DAMAGE COVERAGEis amended as follows:

6. HIRED AUTO PHYSICAL DAMAGE
Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following:

If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos":

DocuSign Envelope ID: F707DF53-3EB3-43E2-8968-D9D9DD26AC1E DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 38 82 of
2021 Liberty Mutual Insurance
AC 85 43 08 21 Page 3 of 7Includes copyrighted material of Insurance Services Office, Inc., with its permission. a. You hire, rent or borrow; or
b. Your "employee" hires or rents under a written contract or agreement in that "employee’s" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible:
a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of:
(1) $50,000; or
(2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible.
b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage.
c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss.
e. This coverage extension does not apply to:
(1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee’s" household.

Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss".

7. TOWING AND LABOR
SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing , is amended by the addition of the following:

We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled:
a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less.
c. For "medium trucks", we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 - 20,000 pounds.

However, the labor must be performed at the place of disablement.

8. PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500.

9. RENTAL REIMBURSEMENT
SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following:
a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lesser vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days.
c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance.

DocuSign Envelope ID: F707DF53-3EB3-43E2-8968-D9D9DD26AC1E DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 39 82 of
64379384002442270
2021 Liberty Mutual Insurance
AC 85 43 08 21 Page 4 of 7Includes copyrighted material of Insurance Services Office, Inc., with its permission. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill.
e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph

4. Coverage Extension.
f. No deductible applies to this coverage.
g. The insurance provided under this extension is excess over any other collectible insurance.

If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased.

For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision

11.B.

10. EXTRA EXPENSE - BROADENED COVERAGE
Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000.

11. PERSONAL EFFECTS COVERAGE
A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following:

If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto."
The insurance provided under this provision is excess over any other collectible insurance.

B. SECTION V - DEFINITIONS is amended by adding the following:

For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties.

12. ACCIDENTAL AIRBAG DEPLOYMENT
SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusionsis amended by adding the following:

If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag.

Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer’s warranty. However, we agree to pay any deductible applicable to the other coverage or warranty.

13. PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM SECTION III - PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following:

Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle.

14. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following:

Exclusions 4.c. and 4.d. do not apply to:
a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is:
(1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto’s" electrical system; and (3) Physical damage coverages are provided for the covered "auto".

If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible.

DocuSign Envelope ID: F707DF53-3EB3-43E2-8968-D9D9DD26AC1E DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 40 82 of
2021 Liberty Mutual Insurance
AC 85 43 08 21 Page 5 of 7Includes copyrighted material of Insurance Services Office, Inc., with its permission.

15. LOAN / LEASE GAP COVERAGE (Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGEis amended by adding the following:

The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the:

1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of:
a. Overdue payments and financial penalties associated with those payments as of the date of the "loss";
b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear;
c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease;
d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a "Balloon Loan";
f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto";
g. Security deposits not refunded by a lessor;
h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto";
i. Any amount representing taxes;
j. Loan or lease termination fees; or

2. The actual cash value of the damage or stolen property as of the time of the "loss".

An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas.

B. Additional Conditions
This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss".

C. SECTION V - DEFINITIONS is changed by adding the following:

As used in this endorsement provision, the following definitions apply:
"Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value.

A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment.

16. GLASS REPAIR - WAIVER OF DEDUCTIBLE
Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGEis amended by the addition of the following:

No deductible applies to glass damage if the glass is repaired rather than replaced.

17. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGEis amended by the addition of the following:

The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is:
a. In the charge of an "insured";
b. Legally parked; and
c. Unoccupied.

DocuSign Envelope ID: F707DF53-3EB3-43E2-8968-D9D9DD26AC1E DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 41 82 of
64379384002442270
2021 Liberty Mutual Insurance
AC 85 43 08 21 Page 6 of 7Includes copyrighted material of Insurance Services Office, Inc., with its permission.

The "loss" must be reported to the police authorities within 24 hours of known damage.

The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations.

This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business.

18. TWO OR MORE DEDUCTIBLES
Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible:
a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or
b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived.

For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group.

SECTION IV - BUSINESS AUTO CONDITIONSis amended as follows:

19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following:

If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced.

However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure.

20. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the follow- ing:
a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) Member, if you are a limited liability company;
(4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation.

To the extent possible, notice to us should include:
(a) How, when and where the "accident" or "loss" took place; (b) The "insured’s" name and address; and
(c) The names and addresses of any injured persons and witnesses.

21. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following:

If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also.

22. HIRED AUTO COVERAGE TERRITORY
SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph B.7. Policy Period, Coverage Territory , is amended by the addition of the following:
f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured’s" responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to.

DocuSign Envelope ID: F707DF53-3EB3-43E2-8968-D9D9DD26AC1E DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 42 82 of
2021 Liberty Mutual Insurance
AC 85 43 08 21 Page 7 of 7Includes copyrighted material of Insurance Services Office, Inc., with its permission.

This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver.

23. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT
The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary:

This Coverage Form’s Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that:

1. Such "insured" is a Named Insured under such other insurance; and

2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured".

SECTION V - DEFINITIONSis amended as follows:

24. BODILY INJURY REDEFINED
Under SECTION V - DEFINITIONS, Definition C. is replaced by the following:
"Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time.

DocuSign Envelope ID: F707DF53-3EB3-43E2-8968-D9D9DD26AC1E DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 DocuSign Envelope ID: F707DF53-3EB3-43E2-8968-D9D9DD26AC1E DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 12/23/2022

HARBERS INSURANCE AGENCY
210 12th Street
Fortuna CA 95540
Elaine Page
(707) 725-3316 (707) 725-9849
[email protected]
Beauchaine Consulting Group LLC
2359 Shamrock Dr.

Fortuna CA 95540
State Compensation Ins Fund 35076
CL2211306896
A Y 9308015-2022 11/01/2022 11/01/2023
1,000,000
1,000,000
1,000,000
See attached waiver of subrogation endorsement.

City of Valejo
555 Santa Clara St,
Vallejo CA 94590

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 DocuSIgn Envelope l[): 7109FFD2-6087-47FE-9076- 60E320887BFB

ACORD CERTIFICATE OF LIABILITY INSURANCE
DATE {MMID[),rrYYI

4.-+*# 1/ 27/ 2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLyAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERnFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELYAMEND, EXTEND ORALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(los) must bo endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to thecertificate holder in lieu of such endorsement(sh

CONTACTPRODUCER

NAME: Elaine Page
HARBERS INSURANCE AGENCY PHONE i FAX
WC. No. Exit: (707 >725 - 3316 1 (Ate. Nol: [’ 071 725- 9849 E-MAIL210 12th Street ADDRESS : [email protected] INSURERIS) AFFORDING COVERAGE NAIC #
Fortuna CA 95540 INsuRERA: Travelers Insurance Company 35784 iNSURED INSURER B: Scottsdale Indemnity Co 15580
Beauchaine Consulting Group Llc INSURER C :
2359 Shamrock Dr
INSURER D:

INSURER E:

Fortuna CA 95540 -2884 INSURER F :

COVERAGES CERTIFICATE NUMBER:CL2212606261 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSL RANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITîON OFANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TOALLTHE TERMS, EXCLUSIONS AND CONDmONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1NSR ADDL SUBR POLICY EFF POUCY EXPLTR TYPE OF INSURANCEE 1490 WVD POLICY NUMBER IMM,00 /YYY’r , (MM˘ ,Dernrn UMITS X COMMERCIALGENERAL UAB˝UTY
A --- CLAIMS•MADE IXI OCCUR
EACH OCCURRENCE $ 2, 000, 000

DAMAGE TO RENTED
PREMISES <Ea occurrencel $ 300, 000
X 680992550 [A 1/13 /2022 1/ 13/ 2023 MED EXP (Arly one person) S 5 , 000 PERSONAL & At)V INJURY S 2 , 000 , 000
GEN’LAGGREGATEUMITAPPLIES PER: GENERALAGGREGATE S 4 , 000 , 000 4 POUCY E = D LOC PRODUCTS - COMP/OPAGG $ 4, 000, 000 1 OTHER: Empt Prackes Uab Ins $ 10 . 000

AUTOMOBILE UABILITY

ANY AUTO

ALL OWNED SCHEDULED

AUTOS AUTOS
NON•OWNED

HIREDAUTOS

AUTOS

UMBRELLA LIAE OCCUR
EXCESS LLAB CLAIMS•l,LADE
DED | | RETENTION S
WORKERS COMPENSA’nON
AND EMPLOYERSŁ LIAB]LITY Y/ N
ılºKi @ LUEDEcuTIVE NfA
IMandatory In NH)
If ves. describe under
D¨SCRIPTION OF OPERATIONS below
COMBINED SINGLE LIMIT $
(ED accider ]0
BODILY INJURY {Per person) S
BODILY INJURY (Per accìdentj S
PROPERTY DAMAGE $(Płr acdółnï;
S

EACH OCCURRENCE S

AGGREGATE S
S
| EB˜TUTE I IER
1 1 OTH-

EL EACH ACCIDENT S
EL. DISEASE- EAEMPLOYE” S

EL DISEASE - POLICY LIMIT S
B Professional Liablitý ZKI3414615 1/13/2022 1/13/2023 Por Ocairençe 2,000,000 DESCRIPTION OF OPERATiONS TLOCATIONS f VEHICLE, fACORD 101. Addltíonal Remarks Schodute, may be attiched li more space li roqulred] City of Vallejo, its council memberst officers, directors, agents , employees and volunteers are additional insured as par attached endorsement where required by contract and to the extent of their interest.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Vallejo , its council members , off THE EXPIRAnON DATE THEREOF, NOTICE WILL BE OEUVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.directors, agents, employees and volunteers AUTHORIZED REPRESENTATNE555 Santa Clara St ., Vallejo , CA 94590 Elaine Page/EPAGE 522,04.1
' 1988-2014 ACORD CORPORATION. All rights reserved.

ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 (201401)
DocuSign Envelope ID: F707DF53-3EB3-43E2-8968-D9D9DD26AC1E DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 DocuSign Envelope ID: 7109FFD2-6087•47FE-9078-60E320887BFB POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
ISSUE DATE:

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

SCHEDULED ADDITIONAL INSURED
(Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided underlie following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE OF ADDITIONAL INSUREDS AND COVERED OPERATIONS
NAME OF PERSON OR ORGANIZATION:

City of Vallejo
555 Santa Clara St.,
Vallejo, CA 94590
PROJECT/LOCATION OF COVERED OPERATIONS:

Consulting services

PROVISIONS
The following is added to SECTION 11 - WHO IS AN
INSURED:

Any person or organization shown In the Schedule
Of Additional Insureds And Covered Operations thai
you agree In a written contract or agreement to
Include as an additional Insured on this Coverage
Part Is an Insured, but only:
a. With respect to liability for "bodily Injury" or
"property damage" that occurs, or for °personal
Injury" caused by an offense that Is committed,
subsequent to the signing of that contract or
agreement and while that part of the contract or
agreement Is In effect; and
b. If, and only to the extent that, such Injury or
damage Is caused by acts or omissions of you or
your subcontractor In the performance of "your
worit on or for the project, cr at the location,
shown in the Schedule Of Additional Insureds
And Covered Operations, to which the written
contract or agreement applies. Such person or
organization does not qualify as an additional
Insured with respect to the Independent acts or
omissions of such person or organization.

The Insurance provided to such addltiona! insured Is
subject to the following provisions:
a. If the Limits of Insurance of this Coverage Part
shown In the Declarations exceed the minimum
Ilmits required by the written contract or
agreement, the Insurance provided to the
additional insured wi!! be limited to such
minimum required limits. For the purposes of
determining whether this limitation applies, the
minimum limits required by the written contract or
agreement will be considered 10 Include ihe
minimum limits of any Umbrella or Excess
liability coverage required for the additional
Insured by that wriüen contract or agreement.

This provision will not Increase the limits of
Insurance described In Section Ill - Umils Of
Insurance.
b. The Insurance provided to such additional
Insured does not apply to:
(1) Any "bodily Injury", "properly damage" or
"personal Injury" arising out of the providing,
or failure to provide, any professional
architectural, engineering or surveying
services, Including:

CG D2 47 0419 0 2018 The Travelers Indemnity Company. All rlghts rescrved. Page l of 2 li
DocuSign Envelope ID: F707DF53-3EB3-43E2-8968-D9D9DD26AC1E DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 DocuSign Envelope ID: 7109FFD2-6087-47FE-9078- 60E320887BFB

COMMERCIAL GENERAL LIABILITY
(a) The preparing, approving, or failing to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders or change orders, or the
preparing, approving. or fallIng to
6 prepare or approve, drawings andspecifications; and0
− (b) Supervisory, Inspection, architectural or
englneering activities.
(2) Any "bodily Injury" or "property damage"
.@ caused by "your work" and Included In the
0 "products.completed operalions hazard"
2 unless the written contract or agreement
specifically requires you to provide such
coverage for that additional Insured during
4 the policy period,
4 c. The additional insured must comply with the
2 following duties:4 (1) GIve us written notice as soon as practicable ˜ of an "occurrence" or an offense which may
result in a claim. To the extent possible, such
94 notice should include:
(a) How, when and where the "occuffence"
2 or offense took place;
˜
(b) The names and addresses of any injured
persons and witnesses; and
42 @
(c) The n ature and location of any Injury or
damage arising out of the "occurrence"or offense.
12) if a claim Is made or "suit" Is brought againstthe additional insured:
(a) Immediately record the specifics of theclaim or "suit" and the date received; and (b) Notify us as soon as practicable and see
to it that we receive written notice of theclaim or"suit» as soon as practicable. (3) Immediately send us copies of all legal
papers received In connection with ihe claim
or "suit", cooperate with us In the
Investigation or settlement of the claim ordefense against the "suit", and otherwisecomply with all policy conditions. (4) Tender the defense and Indemnity of any
claim or "suit" to any provider of other
insurance which would cover such additional
Insured for a loss we cover. However, this
condition does not affect whether theInsurance provided to such additional Insured Is primary 10 other Insurance
available to such additional Insured whichcovers that person or organization as a named Insured as described In Paragraph 4.,
Other Insurance, of Section IV - Commercial
General Liability Conditions,

Page 2 of 2 ends

DocuSign Envelope ID: F707DF53-3EB3-43E2-8968-D9D9DD26AC1E DocuSign Envelope ID: 3CC3B3A7-E3CC-4154-BA43-FB5D0C07E7D0 CONSENT CALENDAR 8.I.

DATE: June 13, 2023
TO: Mayor and Members of the City Council
FROM: Stephanie Sifuentes, Human Resources Director
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A THIRD

AMENDMENT TO THE CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT

WITH COOPERATIVE PERSONNEL SERVICES

RECOMMENDATION
Adopt a resolution authorizing the City Manager to adopt a resolution to approve a Third Amendment to the Consultant and Professional Services Agreement (23-HR015) with CPS HR Consulting for Recruitment Assistance Services by $100,000 to an amount not to exceed $210,000.

REASONS FOR RECOMMENDATION
Accepting this Third Amendment to the CPS HR Consulting master agreement will allow the City to continue to use CPS HR Consulting’s recruitment services to assist the City in the hiring of the most qualified individuals for the organization.

BACKGROUND AND DISCUSSION
The City of Vallejo has contracted with CPS HR Consulting to provide recruitment assistance with filling key vacancies. CPS HR Consulting is currently providing services to the City that are imperative and time- sensitive. While efforts are being made to fill various positions to reduce the utilization of consulting agencies, existing operational needs being met through CPS HR Consulting will require an increase to the maximum compensation amount so as not to disrupt the current work being performed for the City through June 30, 2024.

The Third Amendment would increase compensation by $100,000 for a new not-to-exceed limit of $210,000.

FISCAL IMPACT
There is no fiscal impact associated with the action because funding for professional services is approved by City Council during the budget process or by approved budget transfers as a result of salary and other line items savings throughout each fiscal year.

Funding for professional services in future fiscal years will be subject to the funding levels approved in the adopted budget. Increasing the maximum compensation allowable under the agreements with CPS HR Consulting provides Human Resources with a means of utilizing consulting services for which they have already established funding.

ATTACHMENTS

1. CPS Resolution CAO Stamp

Date: June 13, 2023
Subject: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A THIRD

AMENDMENT TO THE CONSULTANT AND PROFESSIONAL SERVICES

AGREEMENT WITH COOPERATIVE PERSONNEL SERVICES

Page 2 ends

2. CPS 3rd Amendment CAO Stamp

3. 23-HR015 CPS HR CONSULTING Second Amendment

4. 23-HR015 CPS HR CONSULTING First Amendment

5. 23-HR015 CPS HR CONSULTING Consultant and Professional Services Agreemen...

CONTACT
Stephanie Sifuentes, Human Resources Director (707) 649-4852 [email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO.________________________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO AUTHORIZING THE

CITY MANAGER TO EXECUTE A THIRD AMENDMENT TO CONSULTANT AND

PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF VALLEJO AND

COOPERATIVE PERSONNEL SERVICES, DBA CPS HR CONSULTING
WHEREAS, the Parties entered into a Consultant and Professional Services Agreement (23-HR015) dated July 1st, 2022, hereinafter referred to as “Agreement”, wherein Consultant agreed to provide services relating to personnel recruitment services; and WHEREAS, on October 4, 2022, the Parties entered into a First Amendment to the Agreement which amended Exhibit A-2 of the Agreement to clarify scope and rates relating to testing services; and
WHEREAS, on January 10, 2023 the Parties entered into a Second Amendment to the Agreement which replaced Attachment 1 to Exhibit A with Exhibit A Attachment 1 Revised to clarify the scope of services and amended the maximum compensation to increase the not-to- exceed amount of the Agreement to $110,000; and
WHEREAS, Parties desire to further amend the Agreement to increase the not-to-exceed amount of the Agreement to $210,000 and extend the term to June 30, 2024.

NOW, THEREFORE, BE IT RESOLVED that the City Manager or designee be authorized on behalf of the City Council to execute a Third Amendment to Consultant and Professional Services Agreement between the City of Vallejo and CPS HR Consulting.

Adopted by the Council of the City of Vallejo at a regular meeting held on June 13, 2023 with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

ROBERT H. MCCONELL, MAYOR
DAWN G. ABRAHAMSON, CITY CLERK
Approved as to form:

By: for
Veronica Nebb, City Attorney

THIRD AMENDMENT TO CONSULTANT AND PROFESSIONAL SERVICES

AGREEMENT BETWEEN CITY OF VALLEJO

AND COOPERATIVE PROFESSIONAL SERVICES
This Third Amendment (the “Third Amendment”) to the Consultant and Professional Services Agreement (23-HR015) is made and entered into on June 13, 2023, by and between Cooperative Personnel Services, a California Joint Powers Authority dba CPS HR Consulting, Consultant, and City of Vallejo, a municipal corporation, herein referred to as City based upon the following:

Consultant and City do mutually agree as follows:

1.Amendment to Compensation. Exhibit B, Section 1.A. of the Agreement is hereby amended to increase the not to exceed amount to $210,000.00.

2.Revised Term of the Agreement. The Agreement term is currently scheduled to expire on June 30, 2023. As of the date of this Third Amendment, the term of the Agreement is extended to and shall expire on June 30, 2024.

3.Integration. This Third 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 Third Amendment. This Third 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 Third Amendment and the Agreement, the provisions of this Third Amendment shall control all respects.

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

6.Counterparts. This Third 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 Third Amendment for Consultant hereby represents and warrants that he or she is fully authorized to sign this Third Amendment on behalf of the Consultant.

IN WITNESS WHEREOF, the parties have entered into this Third Amendment on the day and year first hereinabove appearing
CPS HR Consulting CITY OF VALLEJO, a California Joint Powers Authority a municipal corporation

BY: ____________________________ BY: _______________________________ Sandy MacDonald-Hoop Michael Malone
Chief Financial Officer City Manager
Date: ________________________ DATE: _____________________________ ATTEST: ___________________________
DAWN G. ABRAHAMSON
City Clerk
APPROVED AS TO CONTENT:
___________________________________
Terrance Davis
Interim Human Resources Director
APPROVED AS TO FORM:
___________________________________
Veronica A.F. Nebb
City Attorney
APPROVED AS TO INSURANCE:
___________________________________
Armond Sarkis
Risk Manager
Jan 11, 2023 11:00 AM, 1056214471
Contract and Routing Form
Contract Number: 23-HR015
Date Originated:

Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Human Resources Department,
Staff Contact: Cathy Nubla, [email protected] Contract Type: Amendment
Vendor: CPS HR Consulting Vendor Number:79
Business License Number: 11705921
Contract Not to Exceed Amount: 110000.00
Contract Start Date: Jul 01, 2022 End Date: Jun 30, 2023 Option to Extend: intervals of one year - not to exceed three years Authority to Contract: City Council Date to Council: Jan 10, 2023 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.Yes
DocuSign Envelope ID: B3748876-4B07-4341-A49B-950B889AE179

Contract and Routing Form
Signature Page
Department Initial Date Comment
Originating Department/Division
Risk Manager

Finance Department

City Attorney

City Manager

City Clerk

Return executed contract to: Cathy Nubla
DocuSign Envelope ID: B3748876-4B07-4341-A49B-950B889AE179 1/11/2023
1/11/2023
1/17/2023
1/18/2023
1/18/2023
1/18/2023
Jan 11, 2023 10:39 AM, 1056203657
Pre-Requisition Form
Contract Number: 23-HR015
Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Human Resources Department,
Staff Contact: Cathy Nubla, [email protected] Vendor: CPS HR Consulting Vendor Number 79
Term: Purchase this FY
Anticipated Purchase Date: Jan 10, 2023
Anticipated Contract Type: Amendment
Purchasing Authority: City Council Anticipated Date to Council: Jan 10, 2023 Total Projected Expenditure: 110000.00
Anticipated Account Number 001-1801-416-06-01
Multiple Project Numbers? Multiple Account Numbers? No, just one Description of Proposed Purchase:

Testing for recruitment
I have reviewed the city-wide contracts, expenditure and encumbrance reports to comply with the VMC.

It is an existing vendor and I am working to take an action to the City Council because it will exceed the City- wide cap of $100,000 in a single FY.

Competitive Process: I am exempt from having to complete a Competitive Process Exemption Explanation:

Existing agreement increase
Explanation for Vendor Selection:

Existing agreement increase
Uploaded documents available for review https://bit.ly/vPreReqs.

WarrantyNo
Original Contract/AgreementAmendment
DocuSign Envelope ID: B3748876-4B07-4341-A49B-950B889AE179 Pre-Requisition Signature Section
Department Comment
Delegated Signee: Rachel Ferguson
Title: Human Resources Director
E-mail: [email protected]
_
Signature Date
Route Final HTE PO to City Clerk for Contract Log
DocuSign Envelope ID: B3748876-4B07-4341-A49B-950B889AE179 1/11/2023

SECOND AMENDMENT TO CONSULTANT AND PROFESSIONAL SERVICES

AGREEMENT BETWEEN

CITY OF VALLEJO AND COOPERATIVE PROFESSIONAL SERVICES
This Second Amendment (the “Second Amendment”) to the Consultant and Professional Services Agreement (23-HR015) made and entered into on this day of January 10, 2023, by and between Cooperative Personnel Services, dba CPS HR Consulting, Consultant, and City of Vallejo, a municipal corporation, herein referred to as City based upon the following:

Consultant and City do mutually agree as follows:

1. Amendment to Compensation. Exhibit B, Section A of the Agreement is hereby amended to increase the not to exceed amount to $110,000.00.

2. Amendment to Exhibit A Attachment 1. Attachment 1 to Exhibit A under the Scope of Work is hereby repealed and replaced with “Exhibit A Attachment 1 Revised” attached hereto and incorporated herein by reference.

3. Integration. 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.

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 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 represents and warrants that he or she is fully authorized to sign this Second Amendment on behalf of the Consultant.

DocuSign Envelope ID: B3748876-4B07-4341-A49B-950B889AE179 IN WITNESS WHEREOF, the parties have entered into this Second Amendment on the day and year first hereinabove appearing
CPS HR Consulting CITY OF VALLEJO,
a California Joint Powers Authority a municipal corporation BY: ____________________________ BY: _______________________________ Sandy MacDonald-Hoop Michael Malone
Chief Financial Officer City Manager
Date: ________________________ DATE: _____________________________ ATTEST: ___________________________
DAWN G. ABRAHAMSON
City Clerk
APPROVED AS TO CONTENT:
___________________________________
Rachel Ferguson
Human Resources Director
APPROVED AS TO FORM:
___________________________________
Veronica A.F. Nebb
City Attorney
APPROVED AS TO INSURANCE:
___________________________________
Armond Sarkis
Risk Manager
DocuSign Envelope ID: B3748876-4B07-4341-A49B-950B889AE179 1/11/2023
1/18/2023

CPS General - Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 9 Exhibit A – Scope of Work
Exhibit A
Attachment 1

1. Test rental and administration
The CPS HR Test Rental team is committed to providing its customers with the highest-quality test products and services. As a public agency, CPS HR understands the needs of government and not-for-profit agencies, developing employment tests to meet those specialized needs while providing great value at an economical price.

CPS HR's tests are developed to meet the most stringent psychometric standards and are frequently updated to ensure content relevance as well as to prevent overexposure.

Furthermore, CPS HR's staff of testing experts provides prompt, full-service test rental support from initial order processing through test scoring and follow-up consultation.

The test rental catalog offers more than 50 types of entry-level and promotional employment tests for a wide range of public agency positions including law enforcement, fire service, clerical, professional, skilled trades and many others.

Test Rental terms and conditions are included herein below.

REVISED
DocuSign Envelope ID: B3748876-4B07-4341-A49B-950B889AE179

CPS General - Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 9 Exhibit A – Scope of Work