Agenda packet — Vallejo City Council, June 13, 2023 (part 1 of 10)

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Dial (669) 900-6833
Enter Meeting ID: 914 0075 0676#
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VALLEJO CITY COUNCIL
REGULAR MEETING – 7:00 PM

COUNCIL CHAMBERS
555 Santa Clara Street, Vallejo, California
JUNE 13, 2023

NOTICE: Members of the Public will be able to participate in-person or remotely via Zoom.

City Hall and the Council Chambers will be open to members of the public 30 minutes prior to the start of the meeting.

PUBLIC COMMENT: Members of the Public may provide public comments during the City Council Meeting in person or via ZOOM
(https://ZoomRegular.Cityofvallejo.net), or via phone, by dialing (669) 900-6833.

For additional instructions on how to speak remotely during public comment, please visit, www.cityofvallejo.net/publiccomment
VIEW THE MEETING:

There are four different ways you can view this public meeting:
• In Person
• Watch Vallejo local channel 28
• Stream from the City website: www.cityofvallejo.net/Streaming • Join the Zoom webinar:https://ZoomRegular.Cityofvallejo.net

1. CALL TO ORDER

2. ROLL CALL

3. PLEDGE OF ALLEGIANCE

4. REPORT OUT OF CLOSED SESSION

5. PRESENTATIONS AND COMMENDATIONS
A. PRESENTATION OF A PROCLAMATION DECLARING THE WEEK OF JUNE 19 AS "JUNETEENTH WEEK" IN THE CITY OF VALLEJO

6. FIRST COMMUNITY FORUM
The Community Forum is an opportunity to address the Council on any matter for which another opportunity to speak is not provided on the agenda, and which is within the jurisdiction of the Council to resolve. Any interested members of the public desiring to communicate with the City Council as part of the First Community Forum may do so in person by signing in to the Public Speaker's kiosk located in the back of the Council Chambers or via ZOOM:(https://ZoomRegular.Cityofvallejo.net), Option to join by phone: Dial (669) 900-6833. Enter Meeting ID: 914 0075 0676#. Press * 9 to digitally raise your hand from the phone. For additional instructions on how to speak remotely during public comment, please visit, www.cityofvallejo.net/publiccomment. In person speakers will be recognized first. When called upon, each speaker should step to the podium, state his/her name for the record. The conduct of the community forum shall be limited to a maximum of fifteen (15) minutes, with each speaker limited to a maximum of three minutes pursuant to Vallejo Municipal Code Section 2.02.300.

7. PUBLIC COMMENT REGARDING CONSENT CALENDAR ITEMS
Members of the public wishing to address the Council on Consent Calendar items may do so in person by signing in to the Public Speaker's kiosk located in the back of the Council Chambers or via ZOOM:(https://ZoomRegular.Cityofvallejo.net), Option to join by phone: Dial (669) 900-6833. Enter Meeting ID: 914 0075 0676#. Press * 9 to digitally raise your hand from the phone. For additional instructions on how to speak remotely during public comment, please visit, www.cityofvallejo.net/publiccomment. In person speakers will be recognized first. Each speaker is limited to three minutes pursuant to Vallejo Municipal Code Section 2.02.310. Requests for removal of Consent Items received from the public are subject to approval by a majority vote of the Council. Items removed from the Consent Calendar will be heard immediately after approval of the Consent Calendar and Agenda.

8. CONSENT CALENDAR AND APPROVAL OF AGENDA
A. APPROVAL OF MINUTES
Recommendation: Approval of minutes for the special meetings of May 16 and 30 and the special and regular meetings of May 23, 2023 Contact: Dawn G. Abrahamson, MMC, City Clerk (707) 648-4527 [email protected]
B. WAIVE FULL READING AND AUTHORIZING INTRODUCTIONS AND/OR

ADOPTION OF ORDINANCES BY TITLE ONLY
Recommendation: Waive reading and authorize introductions and/or adoption of any and all ordinances on this agenda, if any, by title only. This is a standard procedural action so the City Council does not have to read an ordinance in its entirety
Contact: Dawn G. Abrahamson, MMC, City Clerk (707) 648-4527 [email protected]
C. ADOPT RESOLUTION ESTABLISHING THE FISCAL YEAR 2023-2024 CITY

OF VALLEJO GANN APPROPRIATIONS LIMIT
Recommendation: Adopt a Resolution establishing the Fiscal Year (FY) 2023- 24 Appropriations Limit at $174,537,951 for the City of Vallejo.

Contact: Rekha Nayar, Finance Director. 707-648-4592
[email protected]
D. ADOPT A RESOLUTION AMENDING THE FY 2022-23 SOLID WASTE FUND (#135) BUDGET TO RECOGNIZE REVENUE, APPROPRIATE FUNDS, AND

AUTHORIZING THE CITY MANGER TO EXECUTE GRANT AGREEMENTS IN THE AMOUNT OF $49,749 WITH CALRECYCLE
Recommendation: Adopt a resolution amending the FY 2022-23 Solid Waste Fund (#135) budget to recognize revenue, appropriate funds, and authorizing the City Manager to execute grant agreements in the amount of $49,749 with CalRecycle.

Contact: Melissa Tigbao, P.E., Public Works Director (707) 648-4433 [email protected]
E. ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO

EXECUTE THE FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH CALIFORNIA CONSULTING, INC. FOR AN
ADDITIONAL $100,000
Recommendation: Adopt a resolution authorizing the City Manager to execute the First Amendment to the Professional Services Agreement with California Consulting, Inc. for grant writing services for an additional $100,000, with a new not-to-exceed total amount of $200,000.

Contact: Terrance Davis, Assistant City Manager (707) 648-4301 [email protected]
F. ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO

EXECUTE A FIRST AMENDMENT TO THE CONSULTANT AND

PROFESSIONAL SERVICES AGREEMENT WITH THE PERMANENTE
GROUP, INC.

Recommendation: Adopt a resolution authorizing the City Manager to execute a First Amendment to the Consultant and Professional Services Agreement with the Permanente Group, Inc. for occupational health and safety services compensation by $205,000, to an amount not to exceed $300,000.

Contact: Stephanie Sifuentes, Human Resources Director (707) 649-4852 [email protected]
G. ADOPT A RESOLUTION APPROVING A CONSULTANT AND

PROFESSIONAL SERVICES AGREEMENT WITH FOTH & VAN DYKE AND ASSOCIATES, INC. IN THE AMOUNT OF $155,822 FOR MARINA

SEDIMENTATION ANALYSIS
Recommendation: Adopt a resolution approving a Consultant and Professional Services agreement with Foth & Van Dyke and Associates, Inc. in the amount of $155,822 for Marina sedimentation analysis.

Contact: Melissa Tigbao, PE, Public Works Director (707) 648-4433 [email protected]
H. 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.

Contact: Stephanie Sifuentes, Human Resources Director (707) 649-4852 [email protected]
I. 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.

Contact: Stephanie Sifuentes, Human Resources Director (707) 649-4852 [email protected]
J. ADOPT RESOLUTION APPROVING THE FIFTH AMENDMENT TO THE

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF VALLEJO, COUNTY OF SOLANO AND HUMANE SOCIETY

OF THE NORTH BAY FOR ANIMAL CONTROL SERVICES AND LOCAL

SHELTERING
Recommendation: Adopt Resolution Approving the Fifth Amendment to the Consultant and Professional Services Agreement with Solano County and the Humane Society of the North Bay for Animal Control Services and Local Sheltering, in an amount not to exceed $1,038,792 for the fiscal year ending June 30, 2024 and Authorizing the City Manager to Execute Same.

Contact: Michael Malone, City Manager (707) 648-4572
[email protected]
K. ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE CONTRACTS WITH JAM SERVICES, INC. AND AZCO SUPPLY, INC., FOR AN AMOUNT NOT TO EXCEED $250,000 EACH, TO PURCHASE

STREETLIGHT AND TRAFFIC CONTROL SUPPLIES THROUGH FISCAL YEAR 2024-2025
Recommendation: Adopt a resolution authorizing the City Manager to execute contracts with Azco Supply, Inc., and Jam Services, Inc., in amounts not-to- exceed $250,000 each, to purchase streetlight and traffic control supplies through Fiscal Year 2024-2025.

Contact: Melissa Tigbao, P.E., Public Works Director (707) 648-4433 [email protected]
L. ADOPT A RESOLUTION APPROVING A PROFESSIONAL SERVICES AGREEMENT FOR PLANNING CONSULTING SERVICES WITH 4LEAF,
INC. IN THE AMOUNT OF $68,480
Recommendation: Adopt a Resolution approving a professional services agreement for planning consulting services with 4LEAF, Inc. in the amount of $68,480.

Contact: Christina Ratcliffe, AICP
Planning and Development Services Director (707) 646-4326 [email protected]
M. ADOPT A RESOLUTION APPROVING A CONSULTANT AND

PROFESSIONAL SERVICES AGREEMENT FOR PLANNING CONSULTING SERVICES WITH INTERWEST, INC. IN THE AMOUNT OF $68,480
Recommendation: Adopt a resolution approving a Consultant and Professional Services Agreement for planning consulting services with Interwest, Inc. in the amount of $68,480.

Contact: Christina Ratcliffe, AICP, Planning and Development Services Director (707) 648-4382
[email protected]
N. ADOPT A RESOLUTION APPROVING A FIRST AMENDMENT TO THE

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH ICC, INC. FOR BUILDING CONSULTING SERVICES
Recommendation: Adopt a resolution approving a First Amendment to the Consultant and Professional Services Agreement with ICC, Inc. for building consulting services.

Contact: Christina Ratcliffe, AICP, Planning and Development Services Director (707) 648-4382
[email protected]
O. ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO

EXECUTE A CONSULTANT AND PROFESSIONAL SERVICES
AGREEMENT WITH SEDGWICK CLAIMS MANAGEMENT SERVICES, INC.

Recommendation: Adopt a resolution authorizing the City Manager to execute an agreement with Sedgwick Claims Management Services, Inc. for Third-Party Liability Claims Administration Services. The proposed three-year agreement, from May 21, 2023, through May 22, 2026, will not exceed $220,500 increasing each year the greater of 3% or the percentage increase as reported by the U.S.

Department of Labor ‐ Bureau of Labor Statistics for the Consumer Price Index for All Urban Consumers (CPI‐U) for the U.S. City Average, All Items, unadjusted and published during the month ending three months prior to the anniversary date of the contract, plus unforeseen small fees as needed in an amount not to exceed $6,000. The contract includes an initial three-year engagement, with the option to extend up to an additional two years.

Contact: Armond Sarkis, Risk Manager & Safety Officer (707) 648-4143 [email protected]
P. ADOPT RESOLUTION APPROVING STATEMENT OF INVESTMENT
POLICY AND DELEGATION FOR FY 2023-2024
Recommendation: Adopt a Resolution approving the (1) annual Statement of Investment Policy (Attachment 2) and (2) delegation of investment authority to the City Finance Director, serving as City Treasurer, for Fiscal Year 2023-2024.

Contact: Rekha Nayar, Finance Director (707) 648-4592
[email protected]

9. ACTION CALENDAR
NOTICE: Members of the public wishing to address the Council on Action Calendar Items may do so in person by signing in to the Public Speaker's kiosk located in the back of the Council Chambers or via ZOOM (https://ZoomRegular.Cityofvallejo.net), or via phone, by dialing (669) 900-6833. Enter Meeting ID: 914 0075 0676#. Press *9 to digitally raise your hand from the phone. For additional instructions on how to speak remotely during public comment, please visit, www.cityofvallejo.net/publiccomment. Each speaker is limited to five minutes pursuant to Vallejo Municipal Code Section 2.02.420 or as approved and announced by the Mayor. In person speakers will be recognized first.

A. HOLD A PUBLIC HEARING AND ADOPT A RESOLUTION APPROVING

THE ENGINEER'S REPORT AND ORDERING THE LEVY AND

COLLECTION OF ASSESSMENTS ON PROPERTIES IN THE CIMARRON

HILLS-MADIGAN, COLLEGE HILLS, COSTA DEL RIO, SOMERSET I/II,

GREENMONT/SEAPORT HILLS, MONICA PLACE, RIDGECREST,

SOMERSET III, SPRINGTREE-FLEMING, SUMMIT II, TOWN & COUNTRY I,

WOODRIDGE, HUNTER RANCH I/II, AND GLEN COVE I/II LANDSCAPE MAINTENANCE DISTRICTS FOR FISCAL YEAR 2023-2024
Recommendation: Hold a public hearing and adopt a resolution approving the Engineer's Report and ordering the levy and collection of assessments on properties in the Cimmaron Hills-Madigan, College Hills, Costa del Rio, Somerset I/II, Greemont/Seaport Hills, Monica Place, Ridgecrest, Somerset III, Springtree-Fleming, Summit II, Town & Country I, Woodridge, Hunter Ranch I/II, and Glen Cove I/II Landscape Maintenance Districts for fiscal year 2023- 2024.

Contact: Melissa Tigbao, P.E., Public Works Director (707) 648-4433 [email protected]
B. HOLD A PUBLIC HEARING AND ADOPT A RESOLUTION APPROVING

THE ANNUAL LEVY AND COLLECTION OF ASSESSMENTS ON

PROPERTIES IN THE BORDONI RANCH, CARRIAGE OAKS, GARTHE
RANCH, GLEN COVE III, GLEN COVE III 2015, HUNTER RANCH III,

MARINE WORLD/FAIRGROUNDS, MARINVIEW, NORTHEAST QUADRANT,

SANDPIPER POINT, SOUTH VALLEJO BUSINESS PARK, AND TOWN &

COUNTRY II-V LANDSCAPE MAINTENANCE DISTRICTS FOR FISCAL YEAR 2023-2024
Recommendation: Hold a public hearing and adopt a resolution approving the levy and collection of assessments on properties in the Bordoni Ranch, Carriage Oaks, Garthe Ranch, Glen Cove III, Glen Cove III 2015, Hunter Ranch III, Marine World/Fairgrounds, Marinview, Northeast Quadrant, Sandpiper Point, South Vallejo Business Park, and Town & Country II-V Landscape Maintenance Districts for fiscal year 2023-2024.

Contact: Melissa Tigbao, Public Works Director (707) 648-4433 [email protected]
C. HOLD A PUBLIC HEARING AND ADOPT A RESOLUTION APPROVING

THE ENGINEER'S REPORT AND ORDERING THE LEVY AND

COLLECTION OF ASSESSMENTS ON PROPERTIES IN THE
HIDDENBROOKE MAINTENANCE DISTRICT FOR FISCAL YEAR 2023-2024 Recommendation: Hold a Public Hearing, receive public input, and adopt a Resolution approving the Engineer's Report and ordering the levy and collection of assessments on properties in the Hiddenbrooke Maintenance District for Fiscal Year (FY) 2023-2024.

Contact: Melissa Tigbao, PE, Public Works Director (707) 648-4433 [email protected]
D. ADOPT RESOLUTIONS: (1) APPROVING MASTER EQUIPMENT

LEASE/PURCHASE AGREEMENT WITH BANC OF AMERICA PUBLIC
CAPITAL CORP.; (2) AUTHORIZE THE CITY MANAGER TO PURCHASE

FLEET APPARATUS FOR THE FIRE AND PUBLIC WORKS DEPARTMENT IN AN AMOUNT NOT TO EXCEED $5,000,000, AND PROVIDE NOTICE OF INTENT TO AMEND FISCAL YEAR 2022-23 BUDGET IN THE AMOUNT OF $5,000,000
Recommendation:

1. Adopt a resolution authorizing the City Manager to (1) execute a Master Equipment Lease/Purchase Agreement in an amount not to exceed $5 million and (2) approve, authorize, and direct the execution of related documents and all acts and things necessary or proper for carrying out the transaction by the City Manager, Finance Director, or their respective delegates, and actions with respect thereto.

2. Adopt a resolution authorizing the City Manager to purchase fleet apparatus for the Fire Department in Fiscal Year 2022-23, in an amount not to exceed $5,000,000.

3. As the first in a two-step process, accept notice of intent to amend the Fiscal Year 2022-23 Fleet Replacement Budget for the purchase of the Fleet apparatus to recognize revenue and appropriate expenditure in the amount of $5,000,000.

Contact: Rekha Nayar, Finance Director, (707) 648-5433
[email protected]
Melissa Tigbao, Public Works Director, (707) 648-4433
[email protected]
E. HOLD A PUBLIC HEARING AND ADOPT RESOLUTIONS RELATING TO THE ADOPTION OF THE FY 2023-24 BUDGET AND RELATED ACTIONS Recommendation:

Hold a public hearing and take public input for the FY 2023-24 Budget, and adopt seven Resolutions as follows:

1. Resolution Adopting the FY 2023-24 Budget for the City of Vallejo, as set forth in Attachment B.

2. Resolution Adopting the FY 2023-24 Positions and Salaries as set forth in Attachment C.

3. Resolution Approving the FY 2023-24 Blue Rock Springs Golf Course Fees and Charges Schedule, as set forth in Attachment D.

4. Resolution Approving the FY 2023-24 Marina Fees and Charges Schedule, as set forth in Attachment E.

5. Resolution Authorizing the City Manager to Purchase Vehicles Scheduled and Funded for Replacement in FY 2023-24, as set forth in Attachment F.

6. Resolution Authorizing the City Manager to execute purchase orders for the vendors and amounts for FY 2023-24, as set forth in Attachment G.

7. Resolution Authorizing the amendment to the amortization schedule of Fiber Enterprise Loan, as set forth in Attachment H.

Contact: Rekha Nayar, Finance Director; (707) 648-5433
[email protected]
F. HOLD A PUBLIC HEARING AND ADOPT A RESOLUTION APPROVING THE CAPITAL IMPROVEMENT PROGRAM FOR FISCAL YEAR 2023-2024

AND ACCEPTING THE CAPITAL IMPROVEMENT PROGRAM (CIP) FOR FISCAL YEAR 2023-2024 THROUGH 2027-2028
Recommendation: Hold a Public Hearing and adopt a Resolution approving the Capital Improvement Program for Fiscal Year (FY) 2023-2024 and accepting the Capital Improvement Program (CIP) for Fiscal Years 2023-2024 through 2027-2028.

Contact: Melissa Tigbao, P.E., Public Works Director, (707) 648-4433 [email protected]
Beth Schoenberger, Water Director, (707) 648-4307
[email protected]
G. PUBLIC HEARING AND ADOPTION OF RESOLUTION CONFIRMING AND

LEVYING ASSESSEMENTS AGAINST RESIDENTIAL AND COMMERCIAL

PROPERTIES FOR UNPAID GARBAGE BILLS
Recommendation: Conduct a public hearing and adopt a resolution confirming and levying assessments against residential and commercial properties for unpaid garbage bills.

Contact: Melissa Tigbao, PE, Public Works Director (707) 648-4433 [email protected]
H. CONSIDER REQUEST BY COUNCILMEMBER BREGENZER TO AGENDIZE THE ESTABLISHMENT OF A 2 PERSON AD HOC SUBCOMMITTEE OF

THE COUNCIL ON THE COLLABORATIVE REFORM EFFORTS RELATING TO THE VALLEJO POLICE DEPARTMENT (STEP 1 OF 2)
Recommendation: Consider Councilmember Bregenzer's request and direct staff to prepare and present relevant materials at a subsequent meeting Contact: Councilmember Bregenzer
[email protected]
I. CONSIDER REQUEST BY VICE MAYOR VERDER-ALIGA TO AGENDIZE DISCUSSION REGARDING THE CREATION OF A 2X2 COUNCIL

SUBCOMMITTEE WITH THE CITY OF AMERICAN CANYON REGARDING WATER ISSUES (STEP 1 OF 2)
Recommendation: Consider Vice Mayor Verder-Aliga's request and direct staff to prepare and present relevant materials at a subsequent meeting Contact: Vice Mayor Verder-Aliga
[email protected]

10. INFORMATION CALENDAR

11. CITY MANAGER’S REPORT

12. CITY ATTORNEY’S REPORT

13. COMMUNITY FORUM
Any interested members of the public desiring to communicate with the City Council as part of the last Community Forum may do so in person by signing in to the Public Speaker's kiosk located in the back of the Council Chambers or via ZOOM:(https://ZoomRegular.Cityofvallejo.net), Option to join by phone: Dial (669) 900-6833. Enter Meeting ID: 914 0075 0676#. Press * 9 to digitally raise your hand from the phone. For additional instructions on how to speak remotely during public comment, please visit, www.cityofvallejo.net/publiccomment. In person speakers will be recognized first.

14. REPORT OF THE PRESIDING OFFICER AND MEMBERS OF THE CITY COUNCIL

15. ADJOURNMENT

___________________________________________________________________________________________

ADDITIONAL CITY INFORMATION
Members of the public can:

Like us on Facebook and Instagram (@cityofvallejo)
Sign up to receive City Communications via e-mail (www.cityofvallejo.net/subscribe) Sign up for emergency alerts at: alertsolano.com
Dated: Wednesday, June 7, 2023

Robert H. McConnell, Mayor

I, Dawn Abrahamson, City Clerk do hereby certify that I have caused a true copy of the above notice and agenda to be delivered to each of the members of the Vallejo City Council, at the time and in the manner prescribed by law and that this agenda was posted at City Hall, 555 Santa Clara Street, CA at 3:45 p.m., Wednesday, June 7, 2023.

Dated: Wednesday, June 7, 2023

Dawn G. Abrahamson, City Clerk

CONSENT CALENDAR 8.A.

DATE: June 13, 2023
TO: Mayor and Members of the City Council
FROM:

SUBJECT: APPROVAL OF MINUTES

RECOMMENDATION
Approval of minutes for the special meetings of May 16 and 30 and the special and regular meetings of May 23, 2023

REASONS FOR RECOMMENDATION

BACKGROUND AND DISCUSSION

FISCAL IMPACT

ENVIRONMENTAL REVIEW

ATTACHMENTS

1. 05.16.23 special

2. 05.16.23 special cs

3. 05.23.23 special

4. 05.23.23

5. 05.30.23 cs

6. 05.30.23 special

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

Special City Council Meeting Minutes
May 16, 2023
Page | 1

VALLEJO CITY COUNCIL

SPECIAL MEETING MINUTES
MAY 16, 2023

COUNCIL CHAMBERS
555 Santa Clara Street, Vallejo, California

1. CALL TO ORDER
The meeting was called to order at 6:00 p.m.

2. ROLL CALL

Present: Mayor McConnell, Vice Mayor Verder-Aliga, Councilmembers Arriola, Bregenzer, Loera-Diaz, Matulac, and Palmares

Absent: None
Staff present: City Manager Malone, City Attorney Nebb and Deputy City Clerk Joya

3. PLEDGE OF ALLEGIANCE

4. REPORT OUT OF CLOSED SESSION
City Attorney Nebb reported Council provided direction to staff with respect to Closed Session Item 3A, and there was no reportable action for Item 3B .

5. INFORMATION CALENDAR
A. PROGRESS REPORT ON POLICE/OIR IMPLEMENTATION PLAN
Recommendation: Receive and comment on this presentation. There is no action or staff report associated with this item
Contact: Jason Ta, Interim Chief of Police (707) 648-4321 [email protected]
Interim Police Chief Ta provided introductory comments. Police Captain Knight provided an internal status update on the OIR Implementation Plan and identified next steps.

Speakers: Askari Sowonde, Jean Likover, TJ Walup, Philip Balbuena, Angela Sullivan, Paula Bauer, Daniel Boone, Andrea Sorce, Diana Lang, Avi Frey, Brandon Greene, Liz King, William Greene, Melissa Nold, Bridget Doherty, Kris Kelley, Bobbie Fleming, Anne Cardwell, Melissa Swift, Isobet Beltane, Michelle Pellegrin, William Downer, Leah Meisenheimer, Stephen Hallett, Robert Shussle
Staff responded to questions from Councilmembers. Councilmembers Special City Council Meeting Minutes
May 16, 2023
Page | 2
provided comment.

6. ADJOURNMENT
The meeting adjourned at 9:11 p.m.
________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST:
________________________________

ANGELINA JOYA

DEPUTY CITY CLERK
Special City Council Meeting Minutes
May 16, 2023
Page | 1

VALLEJO CITY COUNCIL

SPECIAL MEETING MINUTES
MAY 16, 2023

COUNCIL CHAMBERS
555 Santa Clara Street, Vallejo, California

1. CALL TO ORDER
The meeting was called to order at 4:31 p.m.

2. ROLL CALL

Present: Mayor McConnell, Vice Mayor Verder-Aliga (arrived at 5:23 p.m.), Councilmembers Arriola, Bregenzer, Loera-Diaz, Matulac, and Palmares

Absent: None
Staff present: City Manager Malone, City Attorney Nebb, Deputy City Clerk Joya, Chief Assistant City Attorney Risner, Assistant City Managers Davis and Hayes, and Human Resource Advisor Valdez.

Speakers:

The Council convened into Closed Session in the Council Conference Room at 4:36 p.m.

3. CLOSED SESSION
A. Conference with Legal Counsel - Existing Litigation Pursuant to Government Code Section 54956.9; Michael Nichelini, Grievant vs. City of Vallejo, Respondent
B. PUBLIC EMPLOYEE PERFORMANCE EVALUATION - Pursuant to Government Code Section 54957
Title: City Manager

4. ADJOURNMENT
The meeting adjourned at 5:50 p.m.
________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST:

Special City Council Meeting Minutes
May 16, 2023
Page | 2
________________________________

ANGELINA JOYA

DEPUTY CITY CLERK
Special City Council Meeting Minutes
May 23, 2023
Page | 1

VALLEJO CITY COUNCIL

SPECIAL MEETING MINUTES
MAY 23, 2023

COUNCIL CHAMBERS
555 Santa Clara Street, Vallejo, California

1. CALL TO ORDER
The meeting was called to order at 4:30 p.m.

2. ROLL CALL

Present: Mayor McConnell, Vice Mayor Verder-Aliga (arrived during Closed Session), Councilmembers Arriola, Bregenzer, Loera-Diaz (arrived at 4:36 p.m.), Matulac, and Palmares (arrived at 4:33 p.m.)

Absent: None
Staff present: City Manager Malone, City Attorney Nebb, City Clerk Abrahamson, Assistant City Managers Davis and Hayes, Assistant to the City Manager Peterson, Police Chief Ta, and Aaron Slater, Beauchaine Consulting Group, LLC.

The Council convened into Closed Session in the Council Conference Room at 4:33 p.m.

3. CLOSED SESSION
A. Conference with Legal Counsel – Existing Litigation (Gov. Code section 54956.9) Russell Charpentier and William Baker v. City of Vallejo, Solano County Superior Court Case No. FCS058765
B. Conference with Real Property Negotiators Pursuant to Government Code Section 54956.8
Property: 2441 Broadway Street Agency
Negotiators: Gillian Hayes, Assistant City Manager and Veronica Nebb, City Attorney
Negotiating Parties: Firm Foundation Community Housing
Under Negotiations: Price and Terms of Payment
C. Conference with Labor Negotiators Pursuant to California Government Code Section 54957.6.

Negotiators: Mike Malone, City Manager; Terrance Davis, Assistant City Manager; and Aaron Slater (Beauchaine Consulting Group, LLC); Employee Organization: Vallejo Police Officers Association (VPOA)

4. ADJOURNMENT
The meeting adjourned at 6:40 p.m.

Special City Council Meeting Minutes
May 23, 2023
Page | 2
________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST:
________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Regular City Council Meeting Minutes
May 23, 2023
Page | 1

VALLEJO CITY

VALLEJO CITY COUNCIL

REGULAR MEETING MINUTES
MAY 23, 2023

COUNCIL CHAMBERS
555 Santa Clara Street, Vallejo, California

1. CALL TO ORDER
The meeting was called to order at 7:00 p.m.

2. ROLL CALL

Present: Mayor McConnell, Vice Mayor Verder-Aliga, Councilmembers Arriola, Bregenzer, Loera-Diaz, Matulac, and Palmares

Absent: None
Staff present: City Manager Malone, City Attorney Nebb and City Clerk Abrahamson

3. PLEDGE OF ALLEGIANCE

4. REPORT OUT OF CLOSED SESSION
City Attorney Nebb reported Council provided direction to legal counsel regarding Closed Session Item 3A and direction to its negotiators regarding Closed Session Items 3B and 3C.

5. PRESENTATIONS AND COMMENDATIONS
Action: Vice Mayor Verder-Aliga and Councilmembers Bregenzer, Matulac and Palmares presented proclamations for Items 5A and 5B and Robin Gross and Marc Dixon provided the Visions of the Wild Seeks Environment Heroes presentation.

A. PRESENTATION OF A PROCLAMATION RECOGNIZING PHILIPPINE CULTURAL MONTH - JUNE 2023
B. PRESENTATION OF A PROCLAMATION RECOGNIZING LESBIAN, GAY, BISEXUAL, TRANSGENDER, AND QUEER PRIDE MONTH - JUNE 2023 C. VISIONS OF THE WILD SEEKS ENVIRONMENT HEROES PRESENTATION

6. FIRST COMMUNITY FORUM
Speakers: Jimmy Genn, Daniel Boone, Askari Sowonde, and Stephen Hallett.

7. PUBLIC COMMENT REGARDING CONSENT CALENDAR ITEMS
Speakers: Angela Jones, Don Jordan and Colin Amato (Item 8K), Leonardo Basoco and Stephen Hallett (Item 8I).

8. CONSENT CALENDAR AND APPROVAL OF AGENDA
Action: Moved by Vice Mayor Verder-Aliga and carried unanimously, unless otherwise noted, approval of the Agenda and the Consent Calendar with the recusal of Councilmember Loera-Diaz from Item 8E due to a conflict of interest related to owning property in the Greenmont/Seaport Hills LMD 1911 Act and Vice Mayor Verder-Aliga Regular City Council Meeting Minutes
May 23, 2023
Page | 2
from Consent Item 8F due to a conflict of interest related to owning property in the Northeast Quadrant LMD 1972 Act, and the removal of Item 8I from the Consent Calendar making it Item 8.1.

A. APPROVAL OF MINUTES
Recommendation: Approve minutes for the special meetings of April 18 and the special and regular meetings of May 9, 2023
Contact: Dawn G. Abrahamson, MMC, City Clerk (707) 648-4527 [email protected]
Action: Approved minutes.

B. WAIVE FULL READING AND AUTHORIZING INTRODUCTIONS AND/OR

Contact: Dawn G. Abrahamson, MMC, City Clerk (707) 648-4527 [email protected]
Action: Waived reading and authorized introductions and/or adoption of any and all ordinances on this agenda, if any, by title only. This is a standard procedural action so the City Council does not have to read an ordinance in its entirety.

C. PAYMENT OF CLAIMS: MARCH 2023
Recommendation: Ratify the payment of claims for the period of March 1, 2023 through March 31, 2023.

Contact: Rekha Nayar, Finance Director (707) 648-4592
[email protected]
Action: Ratified payment of claims for the period of March 1, 2023 through March 31, 2023.

D. NOTICE OF INTENT TO AMEND FY 2022-23 SOLID WASTE FUND BUDGET TO RECOGNIZE $49,209 IN GRANT REVENUE FROM CALRECYCLE AND

TO AUTHORIZE EXPENDITURE OF FUNDS
Recommendation: Provide notice of intent to amend the Solid Waste Fund budget to recognize $49,209 in grant revenue from CalRecycle and to authorize expenditure of funds.

Contact: Melissa Tigbao, PE, Public Works Director (707) 648-4433 [email protected]
Action: Provided notice of intent to amend the Solid Waste Fund budget to recognize $49,209 in grant revenue from CalRecycle and to authorize expenditure of funds.

E. ADOPT A RESOLUTION APPROVING THE ENGINEER'S REPORT AND

DECLARING THE INTENTION TO LEVY AND COLLECT ASSESSMENTS FOR FISCAL YEAR 2023-2024 WITHIN EXISTING LANDSCAPE

MAINTENANCE DISTRICTS FORMED PURSUANT TO THE IMPROVEMENT ACT OF 1911, AND SETTING A PUBLIC HEARING ON THE MATTER FOR Regular City Council Meeting Minutes
May 23, 2023
Page | 3
JUNE 13, 2023 AT 7:00 P.M.

Recommendation: Adopt a resolution approving the Engineer's Report and declaring the intention to levy assessments for Fiscal Year (FY) 2023-24 within existing landscape maintenance districts formed pursuant to the Improvement Act of 1911, and setting a public hearing on this matter for June 13, 2023 at 7:00pm.

Contact: Melissa Tigbao, PE, Public Works Director (707) 648-4433 [email protected]
Action: Adopted Resolution No. 23-067 N.C. (Abstain Due to Conflict of Interest: Loera-Diaz)
F. ADOPT A RESOLUTION APPROVING THE ENGINEER'S REPORT AND

DECLARING THE INTENTION TO LEVY AND COLLECT ASSESSMENTS FOR FISCAL YEAR 2023-2024 WITHIN EXISTING LANDSCAPE
MAINTENANCE DISTRICTS FORMED PURSUANT TO THE 1972
LANDSCAPE AND LIGHTING ACT OF 1972, AND SETTING A PUBLIC HEARING ON THE MATTER FOR JUNE 13, 2023 AT 7:00 P.M.

Recommendation: Adopt a resolution approving the Engineer's Report and declaring the intention to levy and collect assessments for twelve Landscape Maintenance Districts (LMD) for Fiscal Year (FY) 2023-2024 and setting a Public Hearing on this matter for June 13, 2023 at 7:00 PM.

Contact: Melissa Tigbao, PE, Public Works Director (707) 648-4433 [email protected]
Action: Adopted Resolution No. 23-068 N.C. (Abstain Due to Conflict of Interest: Verder-Aliga)
G. ADOPT A RESOLUTION APPROVING THE ENGINEER'S REPORT AND

DECLARING THE INTENTION TO LEVY AND COLLECT ASSESSMENTS FOR FISCAL YEAR 2023-2024 WITHIN THE HIDDENBROOKE

MAINTENANCE DISTRICT AND SETTING A PUBLIC HEARING ON THE MATTER FOR JUNE 13, 2023 AT 7:00 P.M.

Recommendation: Adopt a resolution approving the Engineer's Report and declaring the intention to levy and collect assessments for Fiscal Year (FY) 2023-2024 within the Hiddenbrooke Maintenance District and setting a public hearing on the matter for June 13, 2023 at 7:00 PM.

Contact: Melissa Tigbao, PE, Public Works Director, (707) 648-4433 [email protected]
Action: Adopted Resolution No. 23-069 N.C.

H. ADOPT A RESOLUTION AUTHORIZING AN INCREASE OF THE CDW GOVERNMENT LLC BLANKET PURCHASE ORDER FROM $800,000 TO
$1.2 MILLION FOR FISCAL YEAR 2022-2023
Recommendation: Adopt a resolution authorizing an increase of the CDW Government blanket purchase order to $1.2 million for fiscal year 2022-2023.

Contact: Naveed Ashraf, Chief Innovation Officer & IT Director (707) 648-5200 [email protected]
Action: Adopted Resolution No. 23-070 N.C.

I. ADOPT A RESOLUTION AND AUTHORIZE THE MAYOR TO SIGN A Regular City Council Meeting Minutes
May 23, 2023
Page | 4
LETTER OPPOSING SENATE BILL (SB) 423 (WIENER) STREAMLINED HOUSING APPROVALS: MULTIFAMILY HOUSING DEVELOPMENTS: SB 35 (CHAPTER 366, STATUTES OF 2017) EXPANSION
Recommendation: Adopt a resolution and authorize the Mayor to sign a letter of opposition to SB 423 to support local control of land use decisions for multifamily housing developments.

Contact: Terrance Davis, (707) 648-4301
[email protected]
Action: item was removed from the Consent Calendar at the request of Councilmember Bregenzer.

Mayor McConnell recused himself from discussion and action on this item due to a conflict of interest related to owning rental property in Vallejo and left the dais and Council Chambers. Vice Mayor Verder-Aliga resumed presiding over the meeting.

Assistant City Manager Davis provided an overview of the bills and outlined staff’s recommendation.

Staff responded to questions from Councilmembers. Councilmembers provided comment.

Action: following Council comments, no action was taken.

Mayor McConnell resumed his seat at the dais.

J. ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE

A HOMELESS HOUSING, ASSISTANCE, AND PREVENTION PROGRAM
ROUND 2 AND ROUND 3 MEMORANDUM OF UNDERSTANDING WITH THE

COMMUNITY ACTION PARTNERSHIP OF SOLANO, JOINT POWERS
AUTHORITY IN THE AMOUNT OF $924,085.49 AND PROVIDE NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2022-23 BUDGET (STEP 1) Recommendation:

Adopt a resolution authorizing the City Manager to execute a Homeless Housing, Assistance, and Prevention Program Round 2 and Round 3 Memorandum of Understanding with the Community Action Partnership of Solano, Joint Powers Authority in the amount of $924,085.49 and provide notice of intent to amend the fiscal year 2022-23 budget
Contact: Michael Malone, City Manager (707) 648-4308
[email protected]
Action: Adopted Resolution No. 23-071 N.C.

K. ADOPT A RESOLUTION AUTHORIZING THE DISPLAY OF
COMMEMERATIVE FLAGS AT CITY FACILITIES IN 2023
Recommendation: Adopt a resolution authorizing the display of the commemorative flags at City facilities in 2023.

Contact: Terrance Davis, Assistant City Manager (707) 648-4301 [email protected]
Regular City Council Meeting Minutes
May 23, 2023
Page | 5
Action: Adopted Resolution No. 23-072 N.C.

9. ACTION CALENDAR
A. ADOPT A RESOLUTION CONCERNING LEGISLATIVE PRIORITIES AND

ADVOCACY PROCEDURES
Recommendation: Receive an update on legislative advocacy priorities and adopt a Resolution amending legislative priorities and advocacy procedures for state and federal legislation for 2023.

Contact: Terrance Davis, Assistant City Manager
[email protected] (707) 648-4301
Assistant City Manager Davis provided introductory comments.

Susan Lent (Partner, Akin) discussed development of the legislative advocacy priorities, outlined key advocacy priorities and funding for Vallejo programs and projects and concluded the presentation by providing an update on the state of play in Washington.

Councilmembers provided comment.

Action: Moved by Vice Mayor Verder-Aliga and carried unanimously to adopt Resolution No. 23-073 N.C.

B. ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE

AGREEMENTS WITH THE STATE OF CALIFORNIA, ACTING BY AND

THROUGH THE STATE LANDS COMMISSION, AND UNITED STATES

DEPARTMENT OF VETERANS AFFAIRS, AND ACCOMPANYING PATENTS

AND DEEDS REQUIRED FOR THE TRANSFER OF MARE ISLAND

CEMETERY FROM THE CITY OF VALLEJO TO THE UNITED STATES

DEPARTMENT OF VETERANS AFFAIRS
Recommendation: Adopt a resolution:

1. Approving the Amendment to State Lands Settlement Agreement (“Amendment”) between the City of Vallejo (“City”) and the State of California, acting by and through the State Lands Commission (“State Lands”) to allow for the release of the Mare Island Cemetery (“Cemetery”) from Public Trust lands and Authorizing the City Manager to Execute Same with any additional revisions to be approved by the City Attorney.

2. Authorizing the City Manager to Execute the Certificate of Acceptance of Parcel VIIa Public Trust Patent from State Lands to the City.

3. Approving the Grant Deed from City to State Lands for the Cemetery and Authorizing the City Manager to Execute Same.

4. Authorizing the City Manager to Execute the Certificate of Acceptance of the Cemetery Parcel Trust Termination Patent from State Lands to the City.

5. Approving the Cemetery Parcel Quitclaim Deed from the City to the United States Department of Veterans Affairs (“VA”), and Regular City Council Meeting Minutes
May 23, 2023
Page | 6
Authorizing the City Manager to Execute Same.

6. Approving the Deed of Easement from City to VA to allow VA to use City-owned property adjacent to the Cemetery for parking and restrooms, and Authorizing the City Manager to Execute Same.

7. Authorizing the City Manager to negotiate and enter into a License Agreement between the United States Department of the Navy (“Navy”) and the City to allow the City to provide electrical utilities to the parking lot/restroom facility easement area adjacent to the Cemetery, and Authorizing the City Manager to Execute Same.

8. Authorizing the City Manager to negotiate and enter into a Memorandum of Understanding (“MOU”) with the United States National Cemetery Agency (“NCA”) to provide electrical and water utility access and storm drainage maintenance for the Cemetery.

9. Finding that the transactions and the work contemplated by the Amendment, Certificate of Acceptance of the Trust Termination Patent, Quitclaim Deed, and MOU with the NCA are categorically exempt from the California Environmental Quality Act (“CEQA”) for the following reasons: a) the Amendment allows, and the Trust Termination Patent and Quitclaim Deed effectuate, a transfer of ownership of land to preserve the Cemetery as a historical resource Section 15325 of the CEQA Guidelines; b) the transfer of the Cemetery to VA will allow for maintenance, restoration, and preservation of the Cemetery as a historical resource under Section 15331 of the CEQA Guidelines and repair of an existing public facility (the Cemetery) under Section 15301 of the CEQA Guidelines.

10. Finding that the transactions and the work contemplated by the Grant Deed, Certificate of Acceptance of the Public Trust Parcel VIIa Patent, Easement Deed, Navy License are categorically exempt from CEQA for the following reasons: a) the Easement Deed gives VA the right to use the easement area for a parking lot and restrooms, which is a negligible change in use under Section 15301 of the CEQA Guidelines; b) the Easement Deed is categorically exempt under Sections 15325 and 15331 of the CEQA Guidelines as a transfer of ownership of an interest in land that will facilitate preservation of the Cemetery as a historical resource open to the public.

Contact: Terrance Davis, Assistant City Manager
[email protected] (707) 648-4301
Assistant City Manager Davis provided background information, reviewed the amendment to the State Lands Settlement Agreement, discussed environmental considerations, outlined staff recommendations and future steps.

Speakers: Jimmy Genn.

Staff responded to questions from Councilmembers. Councilmembers provided Regular City Council Meeting Minutes
May 23, 2023
Page | 7
comment.

Action: Moved by Vice Mayor Verder-Aliga and carried unanimously to adopt Resolution No. 23-074 N.C. approving Recommendations 1-10 as noted on the agenda and in the staff report.

C. CONSIDER REQUEST BY COUNCILMEMBER LOERA-DIAZ TO AGENDIZE

A DISCUSSION REGARDING CONTRACT FOR THE VALLEJO POLICE
INDEPENDENT AUDITOR (STEP 1 of 2)
Recommendation: Consider Councilmember Loera-Diaz's request and direct staff to prepare and present relevant materials at a subsequent meeting.

Contact: Councilmember Loera-Diaz
[email protected]
Councilmember Loera-Diaz discussed her request. Staff responded to questions from Councilmembers.

Speakers: Andrea Sorce and Stephen Hallett.

Councilmembers provided comment.

Action: By consensus of the Council, staff was directed to add Step 2 to the June 27 regular meeting agenda.

D. CONSIDER REQUEST BY COUNCILMEMBER LOERA-DIAZ TO AGENDIZE

THE ADOPTION OF A RESOLUTION REQUESTING THE CALIFORNIA

DEPARTMENT OF JUSTICE CONTINUE TO PARTICIPATE IN THE

ONGOING COLLABORATIVE REFORM EFFORTS RELATING TO THE

VALLEJO POLICE DEPARTMENT BEYOND THE EXPIRATION DATE OF THE CURRENT AGREEMENT (STEP 1 OF 2)
Recommendation: Consider Councilmember Loera-Diaz's request and direct staff to prepare and present relevant materials at a subsequent meeting Contact: Councilmember Loera-Diaz
[email protected]
Councilmember Loera-Diaz discussed her request. Staff responded to questions from Councilmembers. Councilmembers provided comment.

Speakers: Andrea Sorce, Stephen Hallett and William Downer.

Action: By consensus of the Council, staff was directed to add Step 2 to the June 27 regular council meeting agenda.

10. INFORMATION CALENDAR
A. PROVIDE AN UPDATE ON THE ECONOMIC DEVELOPMENT STRATEGIC

PLAN TO CITY COUNCIL
Regular City Council Meeting Minutes
May 23, 2023
Page | 8
Recommendation: Informational item only. There is no staff report or action associated with this item.

Contact: Michael Nimon, Economic Development Director (707) 648-4109 [email protected]
Assistant City Manager Hayes provided introductory comments.

Economic Development Director Nimon provided introductory comments.

Dr. Eyler provided an overview of the planning phases and tasks, draft goals to 2029 and two cycles to 2029 of the Draft Plan, shared draft data and key findings and considerations, and concluded the presentation with closing thoughts and questions.

Speakers: Stephen Hallett and Anne Carr.

Dr. Eyler and staff responded to questions from Councilmembers.

Councilmembers provided comment.

B. PLANNING & DEVELOPMENT SERVICES AND ECONOMIC

DEVELOPMENT DEPARTMENTS QUARTERLY UPDATE
Recommendation: Informational item only. There is no staff report or action associated with this item.

Contact: Christina Ratcliffe, Planning & Development Services Director (707) 648-4326
[email protected]
Michael Nimon, Economic Development Director (707) 648-4109 [email protected]
Economic Development Director Nimon and Planning & Development Services Director Ratcliffe provided an update on their department’s ongoing work and projects in process.

Speakers: Anne Carr and Alexander Matias.

Staff responded to questions raised by the speakers and Councilmembers.

Councilmembers provided comment.

11. CITY MANAGER’S REPORT
City Manager Malone announced staff would be present at the Farmers Market this coming Saturday.

12. CITY ATTORNEY’S REPORT – None.

13. COMMUNITY FORUM
Speakers: Anne Carr and Alexander Matias.

14. REPORT OF THE PRESIDING OFFICER AND MEMBERS OF THE CITY COUNCIL Regular City Council Meeting Minutes
May 23, 2023
Page | 9
Councilmembers reported on various community meetings and events attended.

15. ADJOURNMENT
The meeting adjourned at 11:24 p.m.
________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST:
________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Special City Council Meeting Minutes
May 30, 2023
Page | 1

VALLEJO CITY COUNCIL

SPECIAL MEETING MINUTES
MAY 30, 2023

COUNCIL CHAMBERS
555 Santa Clara Street, Vallejo, California

1. CALL TO ORDER
The meeting was called to order at 5:30 p.m.

2. ROLL CALL

Present: Mayor McConnell, Vice Mayor Verder-Aliga (arrived during Closed Session), Councilmembers Arriola (arrived at 5:31 p.m.), Bregenzer, Loera-Diaz, Matulac, and Palmares (arrived during Closed Session)

Absent: None
Staff present: City Manager Malone, City Attorney Nebb, City Clerk Abrahamson and Human Resources Consultant Valdez
The Council convened into Closed Session in the Council Conference Room at 5:31 p.m.

3. CLOSED SESSION
A. PUBLIC EMPLOYEE PERFORMANCE EVALUATION - Pursuant to Government Code Section 54957
Title: City Manager

4. ADJOURNMENT
The meeting adjourned at 6:36 p.m.
________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST:
________________________________
DAWN G. ABRAHAMSON

CITY CLERK
Special City Council Meeting Minutes
May 30, 2023
Page | 1

VALLEJO

VALLEJO CITY COUNCIL

SPECIAL MEETING MINUTES
MAY 30, 2023

COUNCIL CHAMBERS
555 Santa Clara Street, Vallejo, California

1. CALL TO ORDER
The meeting was called to order at 6:37 p.m.

2. ROLL CALL

Present: Mayor McConnell, Vice Mayor Verder-Aliga, Councilmembers Arriola, Bregenzer, Loera-Diaz, Matulac, and Palmares

Absent: None
Staff present: City Manager Malone, City Attorney Nebb and City Clerk Abrahamson City Attorney Nebb reported no action was taken on the single Closed Session item held prior to the start of this special meeting.

3. PLEDGE OF ALLEGIANCE

4. INFORMATION CALENDAR
A. MARE ISLAND CFD INFORMATIONAL PRESENTATION BY MISTEA

RESIDENT GROUP
Recommendation: Receive presentation from MISTEA resident group on Community Facilities District (CFD). This is an informational item only. There is no action or staff report associated with this item
Contact: Gillian Hayes, Assistant City Manager (707) 648-4576 [email protected]
Mr. Boone, Mr. Glaze, Ms. Nichols and Ms. Grimm provided an overview of the Mare Island CFDs, discussed areas of mutual agreement and disagreement and requested Council actions moving forward.

Speakers: Cynthia L., Kimberly L., Ciri M., and Brian Nagy (Mare Island Company).

The presenters and staff responded to questions from Councilmembers.

Councilmembers provided comment.

5. ADJOURNMENT
The meeting adjourned at 8:45 p.m.

Special City Council Meeting Minutes
May 30, 2023
Page | 2
________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST:
________________________________
DAWN G. ABRAHAMSON

CITY CLERK

CONSENT CALENDAR 8.C.

DATE: June 13, 2023
TO: Mayor and Members of the City Council
FROM: Rekha Nayar, Finance Director
SUBJECT: ADOPT RESOLUTION ESTABLISHING THE FISCAL YEAR 2023-2024 CITY OF

VALLEJO GANN APPROPRIATIONS LIMIT

RECOMMENDATION
Adopt a Resolution establishing the Fiscal Year (FY) 2023-24 Appropriations Limit at $174,537,951 for the City of Vallejo.

REASONS FOR RECOMMENDATION
Article XIIIB of the California Constitution requires that the City compute an annual appropriations limit. This limit sets the maximum amount of appropriations that can be made from tax receipts.

BACKGROUND AND DISCUSSION
Article XIIIB of the California State Constitution, adopted as Proposition 4 (the Gann Initiative) by the voters of California in 1979, and later amended by Proposition 111, prohibits annual appropriations from exceeding an “Appropriations Limit.” The Appropriations Limit is calculated by adjusting the 1986-87 base year appropriations by annual changes in population and a cost-of-living index. For FY 2023-24, appropriations that are subject to the Appropriations Limit cannot exceed the Appropriations Limit.

The Appropriations Limit for FY 2023-24 is $174,537,951. This was determined by applying the percentage increase in California per capita income of 4.44% and the change in county population decrease of 0.52% to the FY 2022-23 Appropriations Limit of $167,991,471.

Article XIIIB requires that appropriations that are subject to the Appropriations Limit must not exceed $174,537,951. Based upon definitions contained in Article XIIIB, appropriations that are subject to the limit for FY 2023-24 are estimated to be $119,579,789. Therefore, the appropriations that are subject to the Appropriations Limit will not exceed the Appropriations Limit.

SB 1352 of 1980, which implemented the Gann Initiative, requires each local government to establish its appropriations limit by resolution each year at a regularly scheduled or noticed special meeting.

The annual adjustment made to the Appropriations Limit is based on a formula which adds the two following factors:

1. The City selection of 1) the Change in City population or 2) the Change in population for the entire County, and

2. Change in State per capita income or Change in non-residential assessed valuation

An agency is allowed to select the population growth factor which provides for the largest growth in the limit.

For the calculation of the FY 2023-24 Appropriations Limit, staff recommends the City use the Change in County Population as it provides a greater limit.

Date: June 13, 2023
Subject: ADOPT RESOLUTION ESTABLISHING THE FISCAL YEAR 2023-2024 CITY OF

VALLEJO GANN APPROPRIATIONS LIMIT

Page 2 ends

Not all revenues are restricted by the Appropriations Limit, only those which are referred to as "proceeds of taxes." The attachments provide a description of the “proceeds of taxes.”

The following is a list of factors used in the calculation:

Vallejo Population in January 2022 123,154 Vallejo Population in January 2023 121,658 Percentage Change in Population - City of Vallejo - 1.21% Solano County Population in January 2022 435,287 Solano County Population in January 2023 433,044 Percentage Change in Solano County Population -0.52% California Per Capita Personal Income Increase 4.44% The proposed City of Vallejo increase in the FY 2023-24 Appropriations Limit is as follows:

Factor to be applied to Prior Year 1.03896912 (Population Factor x Per Capita Factor)

FISCAL IMPACT
There is no fiscal impact associated with the approval of this Resolution.

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 Guideline section 15378.

ATTACHMENTS

1. Attachment 2

2. Attachment 3

3. FY23-24 GANN Resolution

CONTACT
Rekha Nayar, Finance Director. 707-648-4592
[email protected]

City of Vallejo
Appropriations Limit Calculation
Fiscal Year 2023-2024
ATTACHMENT 2
I. Calculation of Appropriations Limit:

Fiscal Year 2022-2023 Appropriations Limit $167,991,471 a. CPI Factor (change in California per capita income) 1.0444 b. Population Factor (Change in County population) (1) 0.9 948 Change Factor (a. x b.) 1.03896912
Fiscal Year 2023-2024 Appropriations Limit $174,537,951 II. Calculation of appropriations subject to the Appropriations Limit:

Fiscal Year 2023-2024 Budgeted General Fund Revenue $150,979,441 Less: Non-proceeds of taxes -$31,399,652
Total FY 2023-2024 appropriations subject to the Appropriations Limit: $119,579,789 City of Vallejo
Proceeds of Taxes Calculation
Fiscal Year 2023-2024
ATTACHMENT 3
Proceeds of taxes Non-proceeds of taxes Total revenue
Operating Revenue:

Property Taxes 25,827,489 25,827,489
Sales Tax 57,139,260 57,139,260
Utility User Taxes 13,373,134 13,373,134 Franchise Fees 5,869,245 5,869,245 Transient Occupancy Tax 2,234,794 2,234,794 Business License Tax 1,669,634 1,669,634 Medical Marijuana Tax 2,400,000 2,400,000 Property Transfer Tax 2,818,024 2,818,024 Real Property Excise Tax 945,000 945,000 Motor Vehicle License Fees 14,117,454 14,117,454 Public Safety Grants 1,564,298 1,564,298 Development Fees and Permits 6,084,067 6,084,067 Fines & Forfeitures 210,000 210,000 Lease & Rental Revenue 1,722,866 1,722,866 Mare Island Service Reimbursement 3,294,000 3,294,000 Engineering Fees 2,409,616 2,409,616 Other Miscellaneous Revenue 7,612,306 7,612,306 Six Flags/Marine World Fee 1,248,254 1,248,254 Total, before interest allocation 119,579,789 30,959,652 150, 539,441 Percentage of total revenue 79.43% 20.57% 100.00%
Interest allocation 349,510 440,000 440,000 Total 119,929,299 31,399,652 150, 979,441 Approved as to form:

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

A RESOLUTION OF THE CITY COUCNIL OF THE CITY OF VALLEJO ESTABLISHING THE FISCAL YEAR 2023-24 GANN APPROPRIATIONS LIMIT AT $174,537,951 AND CERTIFYING THAT FISCAL YEAR 2023-2024

APPROPRIATIONS THAT ARE SUBJECT TO THE APPROPRIATIONS LIMIT DO

NOT EXCEED THE APPROPRIATIONS LIMIT
WHEREAS, Article XIIIB of the California State Constitution, adopted as Proposition 4 (the “Gann Initiative”) by the voters of California on November 6, 1979, as expanded by Proposition 111, prohibits, with certain exceptions, the annual appropriations subject to limitation of any governmental entity from exceeding the base year appropriations except by a formula which adjusts the limit for changes in population and cost-of-living; and
WHEREAS, the Appropriations Limit for Fiscal Year 2023-2024 is calculated to be $174,537,951, as determined by applying a change factor of 1.03896912 to the Fiscal Year 2022-2023 Appropriations Limit of $167,991,471; with such change factor comprised of the change in California per capita personal income of 4.44% and the annual population change for the County of Solano as of January 1, 2023 showing a decrease of 0.52%, (as provided by the State Department of Finance); and WHEREAS, the Fiscal Year 2023-2024 appropriations subject to the Appropriations Limit have been determined to be $119,579,789, such amount being $54,958,162, below the Appropriations Limit; and
WHEREAS, the documentation for the Appropriations Limit and appropriations subject to the Appropriations Limit for Fiscal Year 2023-2024 is on file in the Finance Department.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby adopts an Appropriations Limit of $174,537,951, for Fiscal Year 2023-2024, and certifies that the budgeted appropriations subject to the Appropriations Limit for Fiscal Year 2023-2024 do not exceed such Appropriations Limit.

CONSENT CALENDAR 8.D.

DATE: June 13, 2023
TO: Mayor and Members of the City Council
FROM: Melissa Tigbao, P.E., Public Works Director
Derek Crutchfield, Recycling Coordinator
SUBJECT: ADOPT A RESOLUTION AMENDING THE FY 2022-23 SOLID WASTE FUND (#135)

BUDGET TO RECOGNIZE REVENUE, APPROPRIATE FUNDS, AND AUTHORIZING THE CITY MANGER TO EXECUTE GRANT AGREEMENTS IN THE AMOUNT OF $49,749

WITH CALRECYCLE

RECOMMENDATION
Adopt a resolution amending the FY 2022-23 Solid Waste Fund (#135) budget to recognize revenue, appropriate funds, and authorizing the City Manager to execute grant agreements in the amount of $49,749 with CalRecycle.

REASONS FOR RECOMMENDATION
The City applied and was awarded $30,929 for the City/County Beverage Container Grant and $18,820 for the Oil Payment Program from the Department of Resource and Recovery (CalRecycle). A City Council approved Resolution to amend the Solid Waste Fund budget is required to recognize revenue and appropriate grant funding.

BACKGROUND AND DISCUSSION
The Department of Resources Recycling and Recovery (CalRecycle) offers various grant programs (grants) to further the State of California’s (State’s) efforts to reduce, recycle, and reuse solid waste generated in the State, thereby preserving landfill capacity and protecting public health and safety and the environment.

Pursuant to Public Resources Code Section 14581(a)(3)(A) of the California Beverage Container Recycling and Litter Reduction Act, CalRecycle distributed $10,500,000 in fiscal year 2022-23 to eligible cities and counties, specifically for beverage container recycling and litter cleanup activities. These funds are generated from the California Redemption Value (CRV) tax that is placed on all beverage containers. Funds are allocated to cities and counties based on their population. The City met all the required grant criteria and on March 10, 2023, the City was notified that it was awarded these non-competitive grant funds in the amount $30,929 for fiscal year 2022-23.

In addition, CalRecycle provides up to $11 million annually in payments to local governments for implementation of local used oil and filter collection programs. The Oil Payment Program (OPP) is a non- competitive grant that the City uses to maintain its used oil and filter collection programs. On April 7, 2023, the City was awarded $18,820. Grant funds will be utilized to continue to operate a certified collection center, fund residential curbside collection and a public outreach and education program, and offset staff costs.

Approval of the resolution will be the second step in the two-step process to amend the FY 2022-23 Solid Waste Fund budget by recognizing and appropriating funds in the amount of $30,929 for the City/County Beverage Container Grant from CalRecycle and $18,820 for the Oil Opportunity Grant. The notice of intent to amend the budget was presented to City Council at the regular City Council meeting held on May 23, 2023.

Date: June 13, 2023
Subject: ADOPT A RESOLUTION AMENDING THE FY 2022-23 SOLID WASTE FUND (#135)

BUDGET TO RECOGNIZE REVENUE, APPROPRIATE FUNDS, AND AUTHORIZING

THE CITY MANGER TO EXECUTE GRANT AGREEMENTS IN THE AMOUNT OF $49,749 WITH CALRECYCLE

Page 2 ends

The resolution will also authorize the City Manager, or his designee, to execute the grant agreements.

FISCAL IMPACT
This action has no impact on the General Fund. These are non-competitive grants, and do not require matching funds. The combined grants will increase the revenue in the Solid Waste fund by $30,929 for the City/County Beverage Container Grant and $18,820 for the Oil Payment Program from the Department of Resource and Recovery (CalRecycle), for a total of $49,749.

ATTACHMENTS

1. FY 22-23 Budget Amendment Resolution_CAO Stamp

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

RESOLUTION NO. 23-_____ N.C.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO AMENDING THE FISCAL YEAR 2022-2023 SOLID WASTE FUND BUDGET AND AUTHORIZING

THE CITY MANAGER TO EXECUTE GRANT AGREEMENTS WITH
CALRECYCLE IN THE AMOUNT OF $49,749
WHEREAS, the Department of Resources Recycling and Recovery (CalRecycle) offers various grant programs to further the State of California’s (State’s) efforts to reduce, recycle, and reuse solid waste generated in the State, thereby preserving landfill capacity and protecting public health and safety and the environment; and
WHEREAS, the City applied for a grant under the Beverage Container Recycling City/County Payment Program for FY 2022-23 and was awarded up to $30,929; and WHEREAS, the City of Vallejo applied for a n Oil Opportunity Grant for FY 2022-23 and was awarded $18,820; and
WHEREAS, there is no matching fund requirement to accept these grants; and WHEREAS, City Charter Section 703 permits the transfer of unappropriated funds by the City Council upon one week’s written notice of its intention to do so; and WHEREAS, the Notice of Intention to amend the Solid Waste Fund budget was given by the City Council on May 23, 2023.

NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Vallejo does hereby approve the amendment of the FY 2022-23 Solid Waste Fund budget (#135) to recognize revenue and appropriate funds in the amount of $30,929 for the City/County Beverage Container Grant and $18,820 for the Oil Opportunity Grant from CalRecycle as follows:

Solid Waste Fund Project # Revenues Expenditures CalRecycle CRY23 $30,929
CRY23 $30,929
USED OIL GRANT (OPP13) RUOL29 $18,820 RUOL29 $18,820 BE IT FURTHER RESOLVED that the City Manager, or his designee, is authorized to execute the following two grant agreements with CalRecycle: the City/County Beverage Container Grant and the Oil Opportunity Grant.

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:

ABSTAIN:
___________________________________

ROBERT MCCONNEL, MAYOR
_________________________________

DAWN ABRAHAMSON, CITY CLERK
ATTEST:

CONSENT CALENDAR 8.E.

DATE: June 13, 2023
TO: Mayor and Members of the City Council
FROM: Terrance Davis, Assistant City Manager
Jason Ackley, Assistant to the City Manager
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE FIRST

AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH CALIFORNIA CONSULTING, INC. FOR AN ADDITIONAL $100,000

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute the First Amendment to the Professional Services Agreement with California Consulting, Inc. for grant writing services for an additional $100,000, with a new not- to-exceed total amount of $200,000.

REASONS FOR RECOMMENDATION
California Consulting, Inc. has been under contract and providing the City with grant writing and support services since December 2021. The current contract with the consultant is expiring June 30, 2023, and staff recommend continuing the service.

BACKGROUND AND DISCUSSION
California Consulting, Inc. is a full-service grant writing firm under contract with the City since December 2021.

The firm provides grant identification, research and writing services to the City. Staff are recommending amending the contract to extend the term for another fiscal year's services.

The consultant's services are quoted at $5,000 per month, and staff are recommending this amendment to increase the current not to exceed by an additional $100,000, to a new not-to-exceed amount of $200,000.

This will allow the consultant to continue work for the City for the additional fiscal year, and allow for additional funding should the City wish to extend the contract term beyond June 30, 2024, as well as cover any unforeseen as-needed additional services.

FISCAL IMPACT
Approval of this item allows the City to extend the current contract with the Consultant through Fiscal Year 2023-24. Costs are $5,000 per month for the service provided, and those costs have already been considered and accounted for in the porposed Fiscal Year 2023-2024 budget. No additional funding is therefore requested at this time.

ATTACHMENTS

1. RESO _CA Consulting_1st Amendment Revised CAO STAMP

2. Amendment to Consultant Professional Services Agreement - Cal Consulting (1) CAO STAMP

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

FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH CALIFORNIA CONSULTING, INC. FOR AN ADDITIONAL $100,000

Page 2 ends

3. 22-CM061 CALIFORNIA CONSULTING INC Consultant and Professional Services Agreement

CONTACT
Terrance Davis, Assistant City Manager (707) 648-4301
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 22-______

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING THE FIRST

AMENDMENT TO THE CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH CALIFORNIA CONSULTING, INC. TO INCREASE THE CONTRACT AMOUNT BY $100,000 FOR A TOTAL NOT TO EXCEED $200,000 THROUGH JUNE 30, 2024
WHEREAS, California Consulting, Inc. (Consultant) has been under contract by City to provide grant identification, research and writing to the City of Vallejo (City) since December of 2021; and WHEREAS, the Professional Services Agreement is set to expire June 30, 2023; and WHEREAS, additional funding is necessary to compensate Consultant for its continued provision of services to the City.

NOW, THEREFORE BE IT RESOLVED that the City Council hereby approves the First Amendment to the Consultant and Professional Services Agreement between the City of Vallejo and California Consulting, Inc. to increase compensation due the Consultant by ONE HUNDRED THOUSAND DOLLARS ($100,000) for a total contract amount not to exceed TWO HUNDRED THOUSAND DOLLARS ($200,000); to extend the term of the Agreement to June 30, 2024; and authorizes the City Manager to execute same.

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:

ABSTAIN
ATTEST
ROBERT H. MCCONNELL, MAYOR
DAWN G. ABRAHAMSON, CITY CLERK
First Amendment to Agreement Between City of Vallejo and California Consulting Page 1 of 3 Approved as to form:

By: for
Veronica Nebb, City Attorney

FIRST AMENDMENT TO

THE CONSULTANT AND PROFESSIONAL SERVICESAGREEMENT

BETWEEN THE CITY OF VALLEJO
AND
CALIFORNIA CONSULTING, INC.

This First Amendment to the Consultant and Professional Services Agreement made and entered into on December 1, 2021, hereafter referred to as “Agreement”, between California Consulting, Inc., a California Corporation, therein referred to as “Consultant”, and the City of Vallejo, a municipal corporation, therein referred to as City, is made and entered into on this _______ 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 one hundred thousand dollars ($100,000) with a not to exceed total of two hundred thousand dollars ($200,000).

City agrees that the monthly retainer rate of Consultant is a flat rate of $5,000 per month.

2. Revised Term of the Agreement. The Agreement term in section 16 of the Agreement is currently scheduled to expire on June 30, 2023. The term of the Agreement is hereby extended to and shall expire on June 30, 2024.

3. 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.

4. 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.

5. 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.

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

First Amendment to Agreement Between City of Vallejo and California Consulting Page 2 of 3

7. 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 California Consulting Page 3 of 3 IN WITNESS WHEREOF, the parties have entered into this First Amendment on the day and year first hereinabove appearing.

CALIFORNIA CONSULTING, INC
BY:

Steve Samuelian
Chief Executive Officer
DATE:
(City Seal)

CITY OF VALLEJO,
a municipal corporation
BY:

Michael Malone
City Manager
DATE:

ATTEST:

DAWN ABRAHAMSON
City Clerk
APPROVED AS TO FORM:

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

Armond Sarkis
Risk Manager
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38 Dec 8, 2021 9:04 AM , 897490716 Contract and Routing Form
Requisition Number : 895730194
CitY Ot
VALLEJO 22-010(2 1
Date Originated: -Calitì,mia
Finance Department · 555 Santa Clara Street · Vallejo · CA · 94590 · 707.648.4592 Department: City Manager's Office,
Staff Contact: FELICIA ESCOVER, [email protected] Contract Type: Master Consultant and Professional Services Agreement Vendor : California Consulting Inc. Vendor Number : 104312 Contract Not to Exceed Amount : 100000.00
Contract Start Date: Dec 01, 2021 End Date: Jun 30, 2023 Authority to Contract: City Manager
Other Comments:

Anticipated Account Number 001-9001-990.06-01
Attachments are uploaded for review here: https://bit.ly/vContracts Approved Pre-Requisition Form
Insurance
I have uploaded additional files.Yes
DocuSign Envelope ID 4C0E95AD-2084-4DCC-9E14-CDF698622C38 Contractand _Routing Form
Signature Page
Department Initial Date Comment
12/ ö/ 2U21
-DS
Originating Department/Division
- DS
Risk Manager às
- DS
Finance Department f
- DS
City Attorney's Office
VàN
- DS
City Manager's Office Ad/l
- DS
City Clerk
Va
12/9/2021
12/10/2021
12/14/2021
12/16/2021
12/16/2021
Return executed contract to: Felicia Flores
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9814-CDF698622C38 Dec 3, 2021 4:39 PM, 895730194 Pre-Requisition Form
City ()î

VALLEJO
C alitorilia
Finance Department · 555 Santa Clara Street · Vallejo · CA · 94590 · 707.648.4592 Department: City Manager's Office,
Staff Contact: Felicia Escover, [email protected] Vendor : California Consulting Inc.

Term: Multi-year Term
Anticipated Start Date: Dec 01, 2021
Anticipated End Date: Jun 30, 2023
Anticipated Contract Type: Master Consultant and Professional Services Agreement Purchasing Authority : City Manager
Total Projected Expenditure: 100000.00
Anticipated Account Number 001-9001-990.06-01
Multiple Project Numbers? Multiple Account Numbers? No, just one Description of Proposed Purchase:

California Consulting Inc. is a full-service grant writing firm. They are experts in the fields of grant research and identification. The firm prepares comprehensive and concise grant application packages, submits grants in a timely fashion and follow through after the grant has been submitted to determine the status of the grant, and conducts post award compliance and administration. California Consulting has a fundamental business philosophy founded on open communication and tailoring the grants they pursue to fit their client's needs.

The consultant will provide the following services:

Needs Assessment (Meetings with Department Heads to review priorities and funding needs) Facilitation of Department Decision Making Processes
Grant Research and Identification
Grant Preparation Process
Facilitation of Partnership Meetings
Funding Agency Monitoring
Grant Administration
Monthly Progress Reporting
I have reviewed the city-wide contracts, expenditure and encumbrance reports to comply with the VMC.

This is a new/inactive vendor and it is not anticipated to hit the cap of $100,000 in a single FY.

Competitive Process: I have received written quotes for goods/materials Winning Quote Uploaded: Yes
Explanation for Vendor Selection:

DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38 The consultant provides robust grant research, writing, and reporting services for a cost-effective price.

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

WarrantyNo
Project EstimateYes
Winning Bid/Quote/ProposaIYes
t
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-921+CDF698622C38 Pre-Requisition Signature Section
Department Comment
Delegated Signee: Mike Malone
Title: Interim City Manager
E-nØ ¿&[email protected]@cityofvallejo.net
FLL Au,AL 12/ 16/ 2021
17[410[,UU·WD ...

Signature Date
Route Final HTE PO to City Clerk for Contract Log
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-SE14-CDF698622C38 , CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT
This Consultant and Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 1 day of December, 2021, by and between the City of Vallejo, a municipal corporation ("City"), and California Consulting Inc., 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 subcontractofs tort negligence including active or passive, orstrict 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 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 Consultant and Professional Services Agreement (Revised 01.2019) DocuSIgn Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38 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, orrevoke 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, orsubcontractors, if any, is an employee of City by virtue of this Agreement orperformance 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 thisAgreement and that Consultant has all the permits, qualifications and approvals ofwhatsoever nature which are legally required for Consultant to practice itsprofession. Consultant represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement anylicenses, permits, and approvals which are legally required for Consultant to practice its profession.

Consultant and Professional Services Agreement (Revised 01.2019) DocuSign Envelope ID: 4C0ESSAD-2084-4DCC-9814-CDF698622C38

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 Çity, 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 relievethe Consultant of responsibility for complying with the standard of performance orlaws, 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 circumstancesbeyond either party's reasonable control, such as war, riots, strikes, lockouts, workslowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

Consultant and Professional Services Agreement (Revised 01.2019) DocuSígn Envelope ID: 4C0E95AD-2084-4DCC-9214-CDF698622C38 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 December 1, 2021 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 one month, by written notice to Consultant. The total duration of this Agreement, including the exercise of any options under this section, shall not exceed five years.

If the term of this Agreement extends into fiscal years subsequent to that in whichit is approved, such continuation of the Agreement is contingent on theappropriation 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 Consultant and Professional Services Agreement (Revised 01.2019) DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9214-CDF698622C38 to terminate any services supplied to City of Vallejo under this Agreement, and relieve CiN 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 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.

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

Consultant and Professional Services Agreement (Revised 01.2019) 1 DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38

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 sexualorientation of any person, refuse to hire or employ, or to bar or discharge fromemployment, or to discriminate in compensation, or in terms, conditions orprivileges any person, and every employee will receive equal opportunity foremployment 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, ordisability, medical condition, age, marital status or sexual orientation.

Consultantwarrants and represents it is an equal opportunity employer and agreesit shall not discriminate on the basis of race, religious creed, color, sex, nationalorigin, ancestry, disability, medical condition, age, marital status or sexualorientation 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 Consultantfor work to be performed under any subcontract, including procurement of Consultant and Professional Services Agreement (Revised 01.2019) DocuSIgn Envelope ID: 4C0E95AD-2084-4DCC-9814-CDF698622C38 materials or equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultanfs 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:

Felicia Escover
Assistant to the City Manager
[email protected]
City Manager's Office
555 Santa Clara Street
Vallejo, CA 94590
If to Consultant
Steve Samuelian
Chief Executive Officer
[email protected]
214 Main Street, Suite 102
El Segundo, CA 90245
Any party may change its address for receiving notices by giving written notice ofsuch 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 writtenunderstanding they may have had prior to the execution of this Agreement. ThisAgreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

Consultant and Professional Services Agreement (Revised 01.2019) DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38

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 suchlitigation 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 theperson 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 informationregarding, 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 thatit will not use any information obtained as a consequence of the performance ofservices under this Agreement for any purpose other than fulfillment ofConsultant's scope of work, to protect all City Information and treat it as strictlyconfidential and proprietary to City, and that it will not at any time, either directly orindirectly, divulge, disclose or communicate in any manner any City Information toany third party, other than its own employees, agents or subcontractors who have Consultant and Professional Services Agreement (Revised 01.2019) DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38 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 [SIGNATURES ON FOLLOWING PAGE]
Consultant and Professional Services Agreement (Revised 01.2019) DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

CALIFORNIA CONSULTING INC.,
a corporation

CITY OF VALLEJO,
a municipal corporation
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Steve Samuelian Michael Malone
Chief Executive Officer Interim City Manager
DATE: 12/ 8/ 2021 DATE: 12/ 16/ 2021
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(City Seal)
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City Clerk
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City Attorney
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Armond FAis
Risk Manager
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DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9214-CDF698622038

EXHIBIT A

SCOPE OF WORK

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

Felicia Escover
Assistant to the City Manager
City Manager's Office
555 Santa Clara Street
Vallejo, CA 94590
[email protected]
(707) 648-4557
The Consultant's Representative for this Agreement is:

Steve Samuelian
Chief Executive Officer
California Consulting Inc.
214 Main Street, Suite 102
El Segundo, CA 90245
[email protected]
(510) 866-6454
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.

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 thecomposition 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 Consultant and Professional Services Agreement (Revised 01.2019) Exhibit A - Scope of Work
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38 be demonstrated for the City's consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Consultant's obligations under this Agreement and shall be grounds for termination.

Key personnel are as follows:

N/A
Consultant and Professional Services Agreement (Revised 01.2019) Exhibit A - Scope of Work
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38

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 thousand dollars ($100,000).

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 rates are outlined in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference.

3. Consultant's Reimbursable Expenses. Reimbursable Expenses shall belimited to actual reasonable expenditures of Consultant for expenses that arenecessary for the proper completion of the Services and shall only be payable if c specifically authorized in advance by City.

4. Payments to Consultant.

Consultant and Professional Services Agreement (Revised 01.2019) Exhibit B - Compensation
DocuSign Envelope ID: 4C0E95AD-2034-4DCC-9E14-CDF698622C38 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. 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 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. Request for payment shall be sent to:

Felicia Escover
Assistant to the City Manager
[email protected]
City Manager's Office
555 Santa Clara Street
Vallejo, CA 94590

5. Accounting Records of Consultant. Consultant shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Consultant's direct salary costs for ail Services and Additional Services performed under this Agreement and records of Consultant's Reimbursable Expenses, in accordance with generallyaccepted accounting practices. Consultant shall keep such records available foraudit, inspection and copying by representatives of the City's Finance Departmentor 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, Consultant and Professional Services Agreement (Revised 01.2019) Exhibit B - Compensation
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9814-CDF698622C38 and shall provide City with proof of such payments upon request.

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

Consultant and Professional Services Agreement (Revised 01.2019) Exhibit B - Compensation
DocuSIgn Envelope ID: 4C0E95AD-2084-4DCC-GE14-CDF698622C38

EXHIBIT C

INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of this Agreement, including anyextensions thereto, insurance against claims for injuries to persons or damages toproperty which may arise from or in connection with the performance of serviceshereunder by the Consultant, their agents, representatives, or employees orsubcontractors. It shall be a requirement under this Agreement that any availableinsurance proceeds broader than or in excess of the specified minimum Insurancecoverage requirements and/or limits shall be available to the Additional Insured.Furthermore, the requirements for coverage and limits shall be (1) the minimum coverageand limits specified in this Agreement; or (2) the broader coverage and maximum limitsof coverage of any Insurance policy or proceeds available to the named Insured;whichever is greater. No representation is made that the minimum Insurancerequirements of this agreement are sufficient to cover the obligations of the Consultant under this agreement.

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

A. Insurance Services Office form number GL 0002 covering ComprehensiveGeneral Liability and Insurance Services Office form number GL 0404 covering BroadForm 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, andproperty damage. If Commercial General Liability Insurance or other form with a generalaggregate limit is used, either the general aggregate limit shall apply separately to thisprojecülocation 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.

Consultant and Professional Services Agreement (Revised 01.2019) Exhibit C - Insurance Requirements
DocuSign Envelope ID: 4C0E95AD-2064-4DCC-9E1+CDF698622C38 C. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If Consultant is not subject to California Workers' Compensation requirements, Consultant shall file a completed Request for Waiver of Workers' Compensation Insurance Form which may be obtained from the City prior to commencing any activity authorized hereunder.

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

3. Deductible and Self-Insured Retention (SIR). 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 respectsthe City of Vallejo, its officers, officials, employees and volunteers: or the Consultant shallprocure a bond guaranteeing payment of losses and related investigations, claimadministration and defense expenses. All SIRs must be disclosed to the City's Risk Manager for approval and shall not reduce the limits of liability. Policies containing anySIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City.

4. Other Insurance Provisions.

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

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

C. Waiver of Subrogation Rights Endorsement: The workers' compensation policyrequired hereunder shall be endorsed to state that the workers' compensation carrierwaives its right of subrogation against City, its officers, officials, employees, agents andvolunteers, which might arise by reason of payment under such policy in connection withConsultanfs performance under this Agreement. The waiver of subrogation rightsendorsement in favorof the City ofVallejo shall be attached to the Certificate of Insurance.

D. The limits of Insurance required in this agreement may be satisfied by a Consultant and Professional Services Agreement (Revised 01.2019) Exhibit C - Insurance Requirements
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-SE14-CDF698622C38 combination of primary and umbrella or excess Insurance. Any umbrella or excess Insurance shall contain or be endorsed to contain a provision that such coverage shallalso apply on a primary and non-contributory basis for the benefit of the City of Vallejobefore the City's own Insurance or self-insurance shall be called upon to protect it as a named insured.

E. The insurance coverage shall contain no special limitations on the scope ofprotection afforded to the City of Vallejo, its officers, officials, employees, agents orvolunteers. For any claims related to this project, the Consultanfs insurance coverageshall 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 Consultanfs insurance and shall not contribute with it.

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

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

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

5. Acceptability of Insurers. The insurance is to be issued by companies licensedto do business in the State of California. The insurance is to be placed with insurers with a current A.M. Besfs rating of no less than A:Vll.

6. Verification of Coverage. Consultant shall furnish the City with certificates ofinsurance and original endorsements. The certificates and endorsements are to besigned by a person authorized by that insurer to bind coverage on its behalf. Allendorsements are to be received and approved by the City before work commences. TheCity reserves the right to obtain a full certified copy of any Insurance policy andendorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

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 orConsultant otherwise ceases to be insured as required herein.

Consultant and Professional Services Agreement (Revised 01.2019) Exhibit C - Insurance Requirements
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-SE14-CDF698622C38 EXHIBIT A - Attachment 1
California Consulting Inc. is a full-service grant writing firm. They are experts in the fields of grant research and identification. The firm prepares comprehensive andconcise grant application packages, submits grants in a timely fashion and followthrough after the grant has been submitted to determine the status of the grant, andconducts post award compliance and administration. California Consulting has afundamental business philosophy founded on open communication and tailoring the grants they pursue to fit their client's needs.

The consultant will provide the scope of services described below:

1. Needs Assessment (Meetings with Department Heads to review priorities and funding needs): We learn about the client at the outset of the contract by conducting an in-depth Needs Assessment. Each client is assigned a lead Project Manager. TheProject Manager communicates regularly with the client and on an ongoing basis. Thisrelationship building is the key to keeping the grants pursued on target with the client's overall goals.

Sample questions asked during the Needs Assessment:
a) List and describe any program initiatives or priority projects.b) What needs, projects, or content areas would you like to target for funding? You canlist specific projects or general areas in which you have funding needs.c) List any grants for which you are considering applying or have decided to apply. Inaddition, please list what kind of grant-writing support would be helpful for each grant. d) List past grants that your agency has received.
e) List past grant applications you would like to revise and submit again.

2. Facilitation of Department Decision Making Processes: Our Project Managersare experts on grant identification. With years of experience, your Project Manager willbe able to assist your Staff in deciding which grants make the most sense to meet the funding needs identified.

3. Grant Research and Identification: Our Project Manager's conduct thoroughresearch on an ongoing basis. We track current and upcoming grants in order to let ourclient's know what is available and what we recommend would fit their situation. Byregularly tracking grant announcements we are able to present these grantopportunities to our clients as soon as they are released. California Consulting willprovide you with a Grant Activity Report monthly detailing the grants available, grants inprogress and grants submitted. You will also be provided with available grant opportunities on an ongoing basis.

4. Client Commitment: When identifying grants that meet your needs and fundingpriorities, your Project Manager will advise you of the estimated time commitment required from your staff.

Consultant and Professional Services Agreement (Revised 01.2019) DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622238

5. Grant Preparation Process: When your staff and California Consulting agree to pursue a grant, we will develop a checklist and schedule. The checklist and schedulewill include what things you will be responsible for and when we will need themsubmitted. We need your staff involved in the grant preparation process to providerequired information we don't have access to. The Project Manager will provide you withgrant portions along the way to review for content accuracy. The more engaged you areable to be in this process, the higher quality the application will be. California Consultingretains copies of all grants we've submitted. If the application was successful, we use it as a guide for future grants.

Below is a list of general tasks for our grant process:
a. Create a task timeline with due dates
b. Ensure the proposed project meets the grant agency's requirements c. Review similar successful grant applications and apply where possible d. Collect information on the project
e. Meet with staff to create an accurate scope of work, budget, timeline, narratives, and cost analysis
f. Obtain letters of support when necessary
g. Draft proposals and send to staff for review
h. Incorporate staff edits in final drafts
i. Submit completed application timely
j. Monitor funding agency until grant awards are announced.

6. Quality Assurance: California Consulting takes pride in our impeccable grant applications. We are successful in this area due to our thorough quality assurancemeasures. Our Grant Mangers conduct group meetings with all Project Managersregularly. In addition, our Grant Managers meet individually with each Project Managerto review each client. These meetings thoroughly discuss each client's needs, whatgrants are being worked on and what additional grants may be a good fit. We ensurethe best quality product before the grant application is submitted.

7. Facilitation of Partnership Meetings: Our Project Managers will arrange and schedule meetings with key personnel to review all grants prior to submission to ensure application accuracy.

8. Timely Submission: We create a precise timeline to ensure the grant is submittedon time. This timeline not only captures the submission deadline, but we create otherdeadlines in order to obtain the information needed for a quality submission. We believeif everyone is on the same page and is aware of what needs to be done, we can limit scrambling at the last minute.

9. Funding Agency Monitoring: California Consulting will monitor the Funding Agency until grant awards are announced.

10. Grant Administration: Some grants require post award compliance, reporting and administration. California Consulting will prepare required agency reports and submit Consultant and Professional Services Agreement (Revised 01.2019) DocuSign Envelope ID: 4C0E95AD-2084-4DCC-ÇE14-CDF698622O8 them by the required due date. We propose that to the extent legally allowed, the Clienthire California Consulting as grant administrators when dollars are available from withinthe grant (at no additional cost to you). When grant dollars from the grant are notavailable for administration, reporting and evaluation purposes we will provide theseservices to the Client for a monthly fee, or a one-time fee based on the Clienfspreference. If the Client chooses the monthly retainer option, grant administration services are included.

11. Monthly Progress Reporting: California Consulting will prepare a monthly report reflecting grants in progress, grants submitted and grants awarded. This will provide you and your Council with a clear report on our work.

Consultant and Professional Services Agreement (Revised 01.2019) DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9814-CDF698622C38 EXHIBIT B - Attachment 1
California Consulting's monthly retainer services include all grant research, grantidentification, grant writing, and post award administration as needed for a flat monthlyrate of $4,500, plus reimbursement of out-of-pocket expenses for services outlined below.

Task Included
in Price
Meet with Client Staff to ascertain needs and goals 4
Conduct background research as requested by Client 4
Provide advice on best grants for Client to pursue based on project and grant requirements 1 and guidelines
Attend meetings in person or by teleconference as necessary 1 Develop schedule for grants chosen by Client
V
Preparing and writing all grant applications chosen by Client N Develop evaluation strategies in accordance with funding agency's instructions 4 Adhere to decisions made by Client relating to grants V Write all sections of grant applications and proposals V Draft and finalize grant language witll direction of Client V Ensure timelines for grant submittal are met
V
Monthly reports to include grants in progress, grants submitted, and grants awarded 4 Regular communication via email and/or phone regarding upcoming grant opportunities 4 Grant administration and post award compliance as needed 4 Consultant and Professional Services Agreement (Revised 01.2019) DocuSign Envelope ID: 4C0E95AD-2084-4DCC-SE14-CDF698622C38 CAUCON-12 JMARON
ACORD
DATE {MAVDDIYYYY)
CERTIFICATE OF LIABILITY INSURANCE 11/29/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERMFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERnFICATE OF INSURANCE DOES NOT CONSMTUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERPHCATE HOLDER.

IMPORTANT: If tho certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed.H SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certlficate holder in lieu of such endorsement(s). 0CT Fatima GomezPRODUCER
I;881fo, Ext# (562 ) 461 - 8008 No):(562) 461-8012
E-MAI
ADOR,SS·[email protected]
inszono Insurance Services, LLC2721 Citrus Road, Suite A Rancho Cordova. CA 95742

INSURED
California Consulting Inc.
214 Main Street Suite 102
El Segundo, CA 90245

INSURER(SI AFFORDING COVERAGE
sue : Sentinel Insurance Commanv, LTD
INSURERB:California Automobile Insurance Co
INSURER C:United States Liabilitv Ins Co
INSURER D :

INSURER E :

NAIC #
11000
38342
25895
INSURERF :

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADDL SUBR POUCY ËFF POLICY EXP
LTR TYPE OF INSURANCE INSD WVD POUCY NUMBER IMM/DDr,YYYI fl,M,DD/YYY'rl LIMITS A X COMMERCIAL GENERAL UABIUTY EACH OCCURRENCE S 2,000,000 DAMAGETO RENTED 1,000,000 CLÆMS,MADE | ÄFI OCCUR X 57SBAAM8069 9/22/2021 9/22/2022 PRFMISFS <Ea occurrence) S 10,000MED EXP (Arwone persont $
2,000,000 PERSONAL & ADV INJURY $ 4,000,000
GEN"L AGGREGATE UMIT APPLIES PER: GENERALAGGREGATE $
X POLICY D 28 Ed LOC PRODUCTS - COMPOP AGG S 4,000,000 | OTHER:

B AUTOMOBILE UABIUTY

COMBINED SINGLE LIMIT
(Ea açcidentl 1,000,000
ANÝ AUTO X BA040000062189 9/3012021 9/30/2022 80DtLY INJURY (Perperson) S

OWNED EVI SCHEDULED
AUTOS ONLY L..1 AUTOS BODILY INJURY (Per accident S
HIRED 1 1 NON-OWNED PROPERTY DAMAGE
AUTOS ONLY 1- 4 AUTOS ONLY
(Per accident) S
S

UMBRELLA UAB OCCUR EACH OCCURRENCE S

EXCESS UAB CLAIMS-MADE
DED | | RETENTION $
WORKERS COMPËNSAPONAND EMPLOYERS' UABILITY Y / N
êN,KIEINiØMËTNUEDCUTIVE - 1 NIA
[Ma ndatory In NH)

AGGREGATE S
$
1 PER 1 1 OTHI STATITTE 1 1 ER
E.L. EACH ACCIDENT S
Ë.L. DISEASE - EA EMPLOYEE S
If ¥85. describe under
DÈSCRIPTION OF OPERATIONS below Et . DISEASE - POLICY LIMIT S C Professional Liab. SP 1560852F 9/16/2021 9116/2022 Aggregate/Occurrence 2,000,000 C Professional Lïab. SP 1560852F 9/16/2021 9/16/2022 Deductible 5,000 D E SC RIPTION OF O PERATI ON S / LO CATI O N S 1 VE HI C LES (ACORD 101, Ad ditional Ramarlks Sc hedule, ma y be attached If more = ce Is re quired )The CIty of Vallejo, its officers, officials, employees, agents and volunteers are included as Additional sured in regards to General Liability and CommercialAuto par written contract- Primary and Non-Contributory coverage applies.

CERTIFICATE HOLDER CANCELLATION
City of Vallejo
555 Santa Clara Suite #3
Vallejo, CA 94590
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POUCY PROVISIONS.

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

The ACORD name and logo are registered marks of ACORD
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622238 POLICY NUMBER: 57SBAAM8069

BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05
© 2005, The Hartford
DocuSign Envelope ]D: 4O0295AD-208+4DCC-9214-CDF698622O38

QUICK REFERENCE

BUSINESS LIABILITY COVERAGE FORM

READ YOUR POLICY CAREFULLY
BUSINESS LIABILITY COVERAGE FORM Beginning on Page
A. COVERAGES 1Business Liability 1Medical Expenses 2Coverage Extension - Supplementary Payments 2

3. EXCLUSIONS 3
C. WHO IS AN INSURED 10
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE 14
E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 151. Bankruptcy

2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15

3. Financial Responsibility Laws 16

4. Legal Action Against Us 16

5. Separation Of Insureds 16

6. Representations 16

7. Other Insurance 16

8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18
Additional Insureds 18
G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20
Form SS 00 08 04 05
DocuSïgn Envelope ID: 4C0E95AD-2084-4DCC-9214-CDF698622C38

QUICK REFERENCE

BUSINESS LIABILITY COVERAGE FORM

READ YOUR POLICY CAREFULLY
BUSINESS LIABILITY COVERAGE FORM Beginning on Page
A. COVERAGES 1
Business Liability 1Medical Expenses 2
Coverage Extension - Supplementary Payments 2
B. EXCLUSIONS 3
C. WHO IS AN INSURED 10
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE 14
E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15

1. Bankruptcy 15

2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15

3. Financial Responsibility Laws 16

4. Legal Action Against Us 16

5. Separation Of Insureds 16

6. Representations 16

7. Other Insurance 16

8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18
Additional Insureds 18
G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20
Form SS 00 08 04 05
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38

BUSINESS LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what fs and is not covered.

Throughout this policy the words "you" and "your" refer to the Named Insured shown ìn the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance.

The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured.

Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions.

A. COVERAGES

1. BUSINESS LIABILITY COVERAGE (BODILY

INJURY, PROPERTY DAMAGE, PERSONAL

AND ADVERTISING INJURY)
Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as
damages because of "bodily injury",
"property damage" or "personal and
advertising injury" to which this insurance
applies. We will have the right and duty to
defend the insured against any "suit"
seeking those damages. However, we will
have no duty to defend the insured against
any "suit" seeking damages for "bodily
injury", "property damage" or "personal and
advertising injury" to which this insurance
does not apply.

We may, at our discretion, investigate any
"occurrence" or offense and settle any claim
or"suit" that may result. But
(1) The amount we will pay for damages is
limited as described in Section D. -
Liability And Medical Expenses Limits
Of Insurance; and
(2) Our right and duty to defend ends when
we have used up the applicable limit of
insurance in the payment of judgments,
settlements or medical expenses to which
this insurance applies.

No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Coverage
Extension - Supplementary Payments.
b. This insurance applies:
(1) To "bodily injury" and "property
damage" only if:

Form SS 00 08 04 05
(a) The "bodily injury" or "property
damage" is caused by an
"occurrence" that takes place in the
"coverage territory";
(b) The "bodily injury" or "property
damage" occurs during the policy
period; and
(c) Prior to the policy period, no insured
listed under Paragraph 1. of Section
C. - Who Is An Insured and no
"employee" authorized by you to give
or receive notice of an "occurrence"
or claim, knew that the "bodily injury"
or "property damage" had occurred,
in whole or in part. If such a listed
insured or authorized "employee"
knew, prior to the policy period, that
the 'bodily injury" or "property
damage" occurred, then any
continuation, change or resumption
of such "bodily injury" or "property
damage" during or after the policy
period will be deemed to have been
known prior to the policy period.
(2) To "personal and advertising injury"
caused by an offense arising out of your
business, but only if the offense was
committed in the "coverage territory"
during the policy period.
c. "Bodily injury" or "property damage" will be
deemed to have been known to have
occurred at the earliest time when any
insured listed under Paragraph 1. of Section
C. - Who Is An Insured or any "employee"
authorized by you to give or receive notice
of an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily
injury" or "property damage" to us or
any other insurer:

Page 1 of 24 ends

BUSINESS LIABILITY COVERAGE FORM
(2) Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or"properw damage'; or
(3) Becomes aware by any other means that
"bodily injury" or "property damage" has
occurred or has begun to occur.
d. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or
death resulting at any time from the "bodily
injury".
e. Incidental Medical Malpractice
(1) "Bodily injury" arising out of the
rendering of or failure to render
professional health care services as a
physician, dentist, nurse, emergency
medical technician or paramedic shall
be deemed to be caused by an
"occurrence", but only if:
(a) The physician, dentist, nurse,
emergency medical technician or
paramedic is employed by you to
provide such services; and
(b) You are not engaged in the
business or occupation of providing
such services.
(2) For the purpose of determining the
limits of insurance for incidental medical
malpractice, any act or omission
together with all related acts or
omissions in the furnishing of these
services to any one person will be
considered one "occurrence".

2. MEDICAL EXPENSES
Insuring Agreement
a. We will pay medical expenses as described
below for "bodily injury" caused by an
accident:
(1) On premises you own or rent;
(2) On ways next to premises you own or
rent; or
(3) Because of your operations;
provided that:
(1) The accident takes place in the
"coverage territory" and during the
policy period;
(2) The expenses are incurred and reported
to us within three years of the date of
the accident; and
(3) The injured person submits to
examination, at our expense, by
physicians of our choice as often as we
reasonably require.

Page 2 of 24 ends

b. We will make these payments regardless of
fault. These payments will not exceed the
applicable limit of insurance. We will pay
reasonable expenses for:
(1) First aid administered at the time of an
accident;
(2) Necessary medical, surgical, x-ray and
dental services, including prosthetic
devices: and
(3) Necessary ambulance, hospital,
professional nursing and funeral
services. ,

3. COVERAGE EXTENSION -

SUPPLEMENTARY PAYMENTS
a. We will pay, with respect to any claim or
"suit" we investigate or settle, or any "suit"
against an insured we defend:
(1) All expenses we incur.
(2) Up to $1,000 for the cost of bail bonds
required because of accidents or traffic
law violations arising out of the use of
any vehicle to which Business Liability
Coverage for"bodily injury" applies. We
do not have to furnish these bonds.
(3) The cost of appeal bonds or bonds to
release attachments, but only for bond
amounts within the applicable limit of
insurance. We do not have to furnish
these bonds.
(4) AU reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of the claim or
"suit", including actual loss of earnings
up to $500 a day because of time off
from work.
(5) All costs taxed against the insured in
the "suit".
(6) Prejudgment interest awarded against
the insured on that part of the judgment
we pay. If we make an offer to pay the
applicable limit of insurance, we will not
pay any prejudgment interest based on
that period of time after the offer.
(7) All interest on the full amount of any
judgment that accrues after entry of the
judgment and before we have paid,
offered to pay, or deposited in court the
part of the judgment that is within the
applicable limit of insurance.

Any amounts paid under (1) through (7)
above will not reduce the limits of insurance.

J
Form SS 00 08 04 05
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38 b. If we defend an insured against a "suif'
and an indemnitee of the insured is also
named as a party to the "suit", we will
defend that indemnitee if all of the
following conditions are met:
(1) The "suit" against the indemnitee
seeks damages for which the insured
has assumed the liability of the
indemnitee in a contract or agreement
that is an "insured contract":
(2) This insurance applies to such liability
assumed by the insured;
(3) The obligation to defend, or the cost of
the defense of, that indemnitee, has
also been assumed by the insured in
the same "insured contracf';
(4) The allegations in the "suit" and the
information we know about the
"occurrence" are such that no conflict
appears to exist between the interests
of the insured and the interest of the
indemnitee;
(5) The indemnitee and the insured ask
us to conduct and control the defense
of that indemnitee against such "suit'
and agree that we can assign the
same counsel to defend the insured
and the indemnitee: and

BUSINESS LIABILITY COVERAGE FORM
So long as the above conditions are met,
attorneys' fees incurred by us in the
defense of that indemnitee, necessary
litigation expenses incurred by us and
necessary litigation expenses incurred
by the indemnitee at our request will be
paid as Supplementary Payments.

Notwithstanding the provisions of
Paragraph 1.b.(b) of Section B. -
Exclusions, such payments will not be
deemed to be damages for "bodily
injury" and "property damage" and will
not reduce the Limits of Insurance.

Our obligation to defend an insured 's
indemnitee and to pay for attorneys' fees
and necessary litigation expenses as
Supplementary Payments ends when:
(1) We have used up the applicable limit
of insurance in the payment of
judgments or settlements; or
(2) The conditions set forth above, or the
tenns of the agreement desclibed in
Paragraph (6) above, are no longer met
B. EXCLUSIONS

1. Applicable To Business Liability Coverage
This insurance does not apply to:
a. Expected Or Intended Injury
(6) The indemnitee:
(a) Agrees in writing to:
(i) Cooperate with us in the
investigation, settlement or
defense of the .suit'.
(ii) Immediately send us copies of
any demands, notices,
summonses or legal papers
received in connection with
the "suit";
(iii) Notify any other insurer whose
coverage is available to the
indemnitee; and
(iv) Cooperate with us with
respect to coordinating other
applicable insurance available
to the indemnitee; and
(b) Provides US with written
authorization to:
(i) Obtain records and other
information related to the
"suW'; and
(11) Conduct and control the
defense of the indemnitee in
such "suif'.

Form SS 00 08 04 05
(1) "Bodily injury" or "property damage"
expected or intended from the
standpoint of the insured. This
exclusion does not apply to "bodily
injury" or "property damage" resulting
from the use of reasonable force to
protect persons or property; or
(2) "Persona[ and advertising injury" arising
out of an offense committed by, at the
direction of or with the consent or
acquiescence of the insured with the
expectation of inflicting "personal and
advertising injury".
b. Contractual Liability
(1) "Bodily injury" or"property damage"; or
(2) "Personal and advertising injury"
for which the insured is obligated to pay
damages by reason of the assumption of
liability in a contract or agreement.

This exclusion does not apply to liability
for damages because of:
(a) "Bodily injury'", "properw damage" or
"personal and advertising injury" that
the insured would have in the
absence of the contract or
agreement; or

Page 3 of 24 ends

DocuSign Envelope ]D: 4C0E95AD-2084-4DCC-9314-CDF698622C38

BUSINESS UABILITY COVERAGE FORM
(b) "Bodily injury" or "propery damage"
assumed in a contract or agreement
that is an "insured contract",
provided the "bodily injury" or
"property damage" occurs
subsequent to the execution of the
contract or agreement. Solely for
the purpose of liability assumed in
an "insured contracr, reasonable
attorneys' fees and necessary
litigation expenses incurred by or for
a party other than an insured are
deemed to be damages because of
'bodily injury" or "property damage"
provided:
(i) Liability to such party for, or for
the cost of, that party's defense
has also been assumed in the
same"insured contracf; and
(ii) Such attorneys' fees and
litìgation expenses are for
defense of that party against a
civil or alternative dispute
resolution proceeding in which
damages to which this
insurance applies are alleged.
c. Liquor Liability
"Bodily injury" or "property damage" for
which any insured may be held liable by
reason of:
(1) Causing or contributing to the
intoxication of any person;
(2) The furnishing of alcoholic beverages to
a person under the legal drinking age or
under the influence of alcohol; or
(3) Any statute, ordinance or regulation
relating to the sale, gift, distribution or
use of alcoholic beverages.

This exclusion applies only if you are in the
business of manufacturing, distributing,
selling, serving or furnishing alcoholic
beverages.
d. Workers' Compensation And Similar
Laws
Any obligation of the insured under a
- workers' compensation, disability benefits
or unemployment compensation law or
any similar law.
e. Employers Liability
"Bodily injury" to:
(1) An "employee" of the insured arising
out of and in the course of:
(a) Employment by the insured; or

Page 4 of 24 ends

(b) Performing duties related to the
conduct of the insured's business, or
(2) The spouse, child, parent, brother or
sister of that "employee" as a
consequence of (1) above.

This exclusion does not apply to liability
assumed by the insured under an "insured
contract".
f. Pollution
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the actual, alleged or
threatened discharge, dispersal,
seepage, migration, release or escape
of "pollutants":
(a) At or from any premises, site or
location which is or was at any
time owned or occupied by, or
rented or loaned to any insured.

However, this subparagraph does
not apply to:
(i) "Bodily injury" if sustained within
a building and caused by
smoke, fumes, vapor or soot
produced by or originating from
equipment that is used to heat,
cool or dehumidify the building,
or equipment that is used to
heat water for personal use, by
the building's occupants or their
guests;
(ii) "Bodily injury" or "property
damage" for which you may be
held liable, if you are a
contractor and the owner or
lessee of such premises, site or
location has been added to your
policy as an additional insured
with respect to your ongoing
operations performed for that
additional insured at that
premises, site or location and
such premises, site or location
is not and never was owned or
occupied by, or rented or
loaned to, any Insured, other
than that additional insured: or
Form SS 00 08 04 05
DocuSign Envelope ]D: 4C0E95AD-2034-4DCC-9E14-CDF698622C38 (iii ) "Bodily injury " or "property
damage" arising out of heat,
smoke or fumes from a
"hostile fire":
{b) At or from any premises, site or
location which is or was at any
time used by or for any insured or
others for the handling, storage,
disposal, processing or treatment
of waste;
(c) Which are or were at any time
transported, handled, stored,
treated, disposed of, or processed
as waste by or for:
(i) Any insured; or
(ii) Any person or organization for
whom you may be legally
responsible;
(d) At or from any premises, site or
location on which any insured or
any contractors or subcontractors
working directly or indirectly on
any insured's behalf are
performing operations if the
"pollutants" are brought on or to
the premises, site or location in
connection with such operations
by such insured, contractor or
subcontractor. However, this
subparagraph does not apply to:
(i) "Bodily injury" or "property
damage" arising out of the
escape of fuels, [ubricants or
other operating fluids which are
needed to perform the normal
electrical, hydraulic or
mechanical functions
necessary for the operation of
"mobile equipment" or its parts,
if such fuels, lubricants or other
operating fluids escape from a
vehicle part designed to hold,
store or receive them. This
exception does not apply if the
'bodily injury' or "property
damage" arises out of the
intentional discharge, dispersal
or release of the fuels,
lubricants or other operating
fluids, or if such fuels,
lubricants or other operating
fluids are brought on or to the
premises, site or location with
the intent that they be
discharged, dispersed or
Form SS 00 08 0405

BUSINESS LIABILITY COVERAGE FORM
released as part of the
operations being performed
by such insured, contractor or
subcontractor;
(ii) "Bodily injury" or "property
damage" sustained within a
building and caused by the
release of gases, fumes or
vapors from materia!s brought
into that building in connection
with operations being performed
by you or on your behalf by a
contractor or subcontractor or
(iii) "Bodily injury" or "property
damage" arising out of heat,
smoke or fumes from a
"hostile fire"; or
(e) At or from any premises, site or
location on which any insured or any
contractors or subcontractors
working directly or indirectly on any
insured's behalf are perfomling
operations if the operations are to
test for, monitor, dean up, remove,
contain, treat, detoxify or neutralize,
or in any way respond to, or assess
the effects of, "pollutants".
(2) Any loss, cost or expense arising out
of any:
(a) Request, demand, order or statutory
or regulatory requirement that any
insured or others test for, monitor,
clean upi remove, contain, treat,
detoxify or neutralize, or in any way
respond to, or assess the effects of,
"pollutants"; or
(b) Claim or suit by or on behalf of a
governmental authority for
damages because of testing for,
monitoring, cleaning up, removing,
containing, treating, detoxifying or
neutralizing, or in any way
responding to, or assessing the
effects of, "pollutants".

However, this paragraph does not
apply to liability for damages because
of "property damage" that the insured
would have in the absence of such
request, dgmand, order or statutory or
regulatory requirement, or such claim
or "suif' by or on behalf of a
governmental authority.

Page 5 of 24 ends

DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9214-CDF698622C38

BUSINESS LIABILITY COVERAGE FORM
g. Aircraft , Auto Or Watercraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any aircraft, "autd'
or watercraft owned or operated by or rented
or loaned to any insured. Use includes
operation and "loading or unloading".

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the 'bodily injury" or "proper&
damage" involved the ownership,
maintenance, use or entrustment to others of
any aircraft, "auto" or watercraft that is
owned or operated by or rented or loaned to
any insured.

This exclusion does not apply to:
(1) A watercraft while ashore on premises
you own or rent;
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons
for a charge;
(3) Parking an "auto" on, or on the ways
next to, premises you own or rent,
provided the "auto" is not owned by or
rented or loaned to you or the insured;
(4) Liability assumed under any "insured
contract" for the ownership,
maintenance or use of aircraft or
watercraft;
(2) The use of "mobile equipmenf' in, or
while in practice or preparation for, a
prearranged racing, speed or
demolition contest or in any stunting
activity.

L War
"Bodily injury", "property damage" or
"personal and advertising injury", however
caused, arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Wartike action by a military force,
including action in hindering or
defending against an actual or
expected attack, by any government,
sovereign or other authority using
military personnel or other agents; or
(3) Insurrection, rebellion, revolution,
usurped power, or action taken by
governmental authority in hindering or
defending against any of these.
j. Professional Services
"Bodily injury", "property damage" or
"personal and advertising injury" arising
out of the rendering of or failure to render
any professional service. This includes
but is not limited to:
(1) Legal, accounting or advertising
senáces;
(2) Preparing, approving, or failing to
prepare or approve maps, shop
drawings, opinions, reports, surveys,
field orders, change orders, designs or
drawings and specifications;
(5) "Bodily injury" or "property damage"
arising out of the operation of any of
the equipment listed in Paragraph f.(2)
or f.(3) of the definition of "mobile
equipment"; or
(6) An aircraft that is not owned by any
insured and is hired, chartered or loaned
with a paid crew. However, this
exception does not apply if the insured
has any other insurance for such "bodily
injury" or "property damage", whether
tile other insurance is primary, excess,
contingent or on any other basis.
h. Mobile Equipment
"Bodily injury" or "property damage"
arising out of:
(1) Thetransportation of"mobile equipmenr
by an "auto" owned or operated by or
rented or loaned to any insured; or

Page 6 of 24 ends

(3) Supervisory, inspection, architectural
or engineering activities;
(4) Medical, surgical, dental, x-ray or
nursing services treatment, advice or
instruction;
(5) Any health or therapeutic service
treatment, advice or instruction:
(6) Any service, treatment, advice or
instruction for the purpose of
appearance or skin enhancement, hair
removal or replacement or personal
grooming:
(7) Optical or hearing aid services
including the prescribing, preparation,
fitting, demonstration or distribution of
ophthalmic lenses and similar
products or hearing aid devices;
Form SS 00 08 04 05
DocuSign Envelope ]D: 4C0E95AD-2084-4DCC-9214-CDF698622C38 (8) Optometry or optometric services
including but not limited to examination
of the eyes and the prescribing,
preparation, fitting,demonstration or
distribution of ophthalmic [enses and
similar products;
(9) Any:
(a) Body piercing (not including ear
piercing);
(b) Tattooing, including but not limited
to the insertion of pigments into or
underthe skin; and
(c) Similar services;
(10) Services in the practice of pharmacy;
and
(11) Computer consulting, design or
programming services, including web
site design.

Paragraphs (4) and (5) of this exclusion do
not apply to the Incidental Medical
Malpractice coverage afforded under
Paragraph 1.e. in Section A. - Coverages.
k. Damage To Property
"Property damage" to:
(1) Prope:ty you own, rent or occupy,
including any costs or expenses
incurred by you, or any other person,
organization or entity, for repair,
replacement, enhancement,
restoration or maintenance of such
property for any reason, including
prevention of injury to a person or
damage to another's property;
(2) Premises you sell, give away or
abandon, ifthe "property damage" arises
out of any part of those premises;
(3) Property loaned to you;
(4) Personal property in the care, custody
or control of the insured;
(5) That particular part of real property on
which you or any contractors or
subcontractors working directly or
indirectly on your behalf are perfoining
operations, if the "property damage"
arises out of those operations; or
(6) That particular part of any property
that must be restored, repaired or
replaced because "your work" was
incorrectly performed on it.

Form SS 00 08 04 05

BUSINESS LIABILITY COVERAGE FORM
Paragraphs (1), (3) and (4) of this
exclusion do not apply to "property
damage" (other than damage by ñre) to
premises, including the contents of such
premises, rented to you for a period of 7 or
fewer consecutive days. A separate Limit
of Insurance applies to Damage To
Premises Rented To You as described in
Section D. - Limits Of Insurance.

Paragraph (2) of this exclusion does not
apply if the premises are "your work" and
were never occupied, rented or held for
rental by you.

Paragraphs (3) and (4) of this exclusion do
not apply to the use of elevators.

Paragraphs (3), (4), (5) and (6) of this
exclusion do not apply to liabilie assumed
undera sidetrack agreement.

Paragraphs (3) and (4) of this exclusion do
not apply to "property damage" to
borrowed equipment while not being used
to perform operations at a job site.

Paragraph (6) of this exclusion does not
apply to "property damage" included in the
"products-completed operations hazard".

1. Damage To Your Product
"Property damage" to "your product"
arising out of it or any part of it.
m. Damage To Your Work
"Properly damage" to "your work" arising
out of it or any part of it and included in the
"products-completed operations hazard".

This exclusion does not apply if the
damaged work or the work out of which
the damage arises was performed on your
behalf by a subcontractor.
n. Damage To Impaired Property Or
Property Not Physically Injured
"Property damage" to "impaired property"
or property that has not been physically
injured, arising out of:
(1) A defect, deficiency, inadequacy or
dangerous condition in "your product"
or "your work"; or
(2) A delay or failure by you or anyone
acting on your behalf to perform a
contract or agreement in accordance
with its terms.

This exclusion does not apply to the loss
of use of other property arising out of
sudden and accidental physical injury to
"your product" or "your work" after it has
been put to its intended use.

Page 7 of 24 ends

DocuSign Envelope ID: 4C0E95AD-2084-4DCC-SE14-CDF698622C38

BUSINESS LIABILITY COVERAGE FORM
o. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the
loss of use, withdrawal, recall, inspection,
repair, replacement, adjustment, removal
or disposal of:
(1) 'Your producf';
(2) 'Your work"; or
(3) "Impaired property";
if such product, work or property is
withdrawn or recalled from the market or
from use by any person or organization
because of a known or suspected defect,
deficiency, inadequacy or dangerous
condition in it.
p. Personal And Advertising Injury
"Personal and advertising injury":
(1) Arising out of oral, written or electronic
publication of material, if done by or at
the direction of the insured with
knowledge of its falsity;
(2) Arising out of oral, written or electronic
publication of material whose first
publication took place before the
beginning of the policy period;
(3) Arising out of a criminal act committed
by or at the direction of the insured;
(4) Arising out of any breach of contract,
except an implied contract to use
anothefs "advertising idea" in your
"advertisement";
(5) Arising out of the failure of goods,
products or services to conform with
any statement of quality or
performance made in your
"advertisemenf';
(6) Arising out of the wrong description of
/ the price of goods, products or services;
(7) Arising out of any violation of any
intellectual property rights such as
copyright, patent, trademark, trade
name, trade secret, service mark or
other designation of origin or
authenticity.

However, this exclusion does not
apply to infringement, in your
"advertisement", of
(a) Copyright;
(b) Slogan, unless the slogan is also
a trademark, trade name, service
mark or other designation of origin
or authenticity; or

Page 8 of 24 ends

(c) Title of any literary or artistic work;
(8) Arising out of an offense committed by
an insured whose business is:
(a) Advertising, broadcasting,
publishing or telecasting;
(b) Designing or determining content
of web sites for others; or
(c) An Internet search, access,
content or service provider.

However, this exclusion does not
apply to Paragraphs a., b. and c.
under the definition of "personal and
advertising injury" in Section G. -
Liability And Medical Expenses
Definitions.

For the purposes of this exclusion,
placing an "advertisement" for or
linking to others on your web site, by
itself, is not considered the business
of advertising, broadcasting,
publishing or telecasting;
(9) Arising out of an electronic chat room
or bulletin board the insured hosts,
owns, or over which the insured
exercises control;
(10) Arising out of the unauthorized use of
another's name or product in your e-mail
address, domain name or metatags, or
any other similar tactics to mislead
anothefs potential customers;
(11) Arising out of the violation of a
person's right of privacy created by
any state or federal act.

However, this exclusion does not
apply to liability for damages that the
insured would have in the absence of
such state or federal act;
(12) Arising out of:
(a) An "advertisement" for others on
your web site;
(b) Placing a link to a web site of
others on your web site:
(c) Content from a web site of others
displayed within a frame or border
on your web site. Content includes
information, code, sounds, text,
graphics or images; or
(d) Computer code, software or
programming used to enable:
(i) Your web site; or
(Ii) The presentation or functionality
of an "advertisemenf' or other
content on yourweb site;
Form SS 00 08 04 05
DocuSígn Envelope ID: 4C0EDSAD-2084-4DCC-9E14-CDF698622038 (13) Arising out of a violation of any anti-
trust law;
(14) Arising out of the fluctuation in price or
value of any stocks, bonds or other
securities; or
(15) Arising out of discrimination or
humiliation committed by or at the
direction of any "executive officer",
director, stockholder. partner or
member of the insured.
q. Electronic Data
Damages arising out of the loss of, loss of
use of, damage to, corruption of, inability
to access, or inability to manipulate
"electronic data".
r. Employment-Related Practices
"Bodily injury" or "personal and advertising
injury" to:
(1) A person arising out of any:
(a) Refusal to employ that person; i

BUSINESS LIABILITY COVERAGE FORM
(a) May be awarded or incurred by
reason of any claim or suit
alleging actual or threatened injury
or damage of any nature or kind to
persons or property which would
not have occurred in whole or in
part but for the "asbestos hazard";
(b) Arise out of any request, demand,
order or statutory or regulatory
requirement that any insured or
others test for, monitor, clean up,
remove, encapsulate, contain,
treat, detoxify or neutralize or in
any way respond to or assess the
effects of an "asbestos hazard"; or
(c) Arise out of any claim or suit for
damages because of testing for,
monitoring, cleaning up, removing,
encapsulating, containing, treating,
detoxifying or neutralizing or in any
way responding to or assessing the
effects of an "asbestos hazard".
(b) Termination of that person's
employment; or
(c) Employment-re!ated practices,
policies, acts or omissions, such as
coercion, demotìon, evaluaüon,
reassignment, discipline,
defamation, harassment, humiliation
or discrimination directed at that
person; or
(2) The spouse, child, parent brother or
sister of that person as a
consequence of "bodily injury" or
"personal and advertising injury" to the
person at whom any of the
employment-related practices
described in Paragraphs (a), (b), or (c)
above is directed.

This exclusion applies:
(1) Whether the insured may be liable as
an employer or in any other capacity;
and
(2) To any obligation to share damages
with or repay someone else who must
pay damages because of the injury.
s. Asbestos
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the "asbestos hazard".
(2) Any damages, judgments, settlements,
loss, costs or expenses that
Form SS 00 08 04 05
t. Violation Of Statutes That Govern E-
Mails, Fax, Phone Calls Or Other
Methods Of Sending Material Or
Information
"Bodily injury", "property damage", or
"personal and advertising injury" arising
directly or indirectly out of any action or
omission that violates or is alleged to
violate:
(1) The Telephone Consumer Protection
Act (TCPA), including any amendment
of or addition to such law;
(2) The CAN-SPAM Act of 2003, including
any amendment of or addition to such
law; or
(3) Any statute, ordinance or regulation,
other than the TCPA or CAN-SPAM Act
of 2003, that prohibits or limits the
sending, transmitting, communicating or
distribution of material or information.

Damage To Premises Rented To You -
Exception For Damage By Fire, Lightning
or Explosion
Exclusions c. through h. and k. through o. do
not apply to damage by fire, lightning or
explosion to premises rented to you or
temporarily occupied by you with permission of
the owner. A separate Limit of Insurance
applies to this coverage as described in
Section D. - Liability And Medical Expenses
Limits Of Insurance.

Page 9 of 24 ends

DocuSign Envelope ID: 4C0E95AD-20B+ 4DCC-9814-CDF698622O38

BUSINESS LIABILITY COVERAGE FORM

2. Applicable To Medical Expenses Coverage
We will not pay expenses for "bodily injury":
a. Any Insured
To any insured, except"volunteerworkers".
b. Hired Person
To a person hired to do work for or on behalf
of any insured oratenant of anyinsured.
c. Injury On Normally Occupied Premises
To a person injured on that part of
premises you own or rent that the person
normally occupies.
d. Workers' Compensation And Similar
Laws
To a person, whether or not an
"employee" of any insured, if benefits for
the "bodily injury" are payable or must be
provided under a workers' compensation
or disability benefits law or a similar law.
e. Athletics Activities
e. A trust, you are an insured. Your trustees
are also insureds, but only with respect to
their duties as trustees.

2. Each of the following is also an insured:
a. Employees And Volunteer Workers
Your "volunteer workers" only while
performing duties related to the conduct of
your business, or your "employees", other
than either your "executive officers" (if you
are an organization other than a
partnership, joint venture or limited liability
company) or your managers (if you are a
limited liability company), but only for acts
within the scope of their employment by
you or whi!e performing duties related to
the conduct of your business.

However, none of these "employees" or
"volunteer workers" are insureds for:
(1) "Bodily injury" or "personal and
advertising injury":

To a person injured while practicing,
instructing or participating in any physical
exercises or games, sports or athletic
contests.
f. Products-Completed Operations Hazard
Included with the "products-completed
operations hazard".
g. Business Liability Exclusions
Excluded under Business Liability Coverage.

C. WHO IS AN INSURED

1. If you are designated in the Declarations as:
a. An individual, you and your spouse are
insureds, but only with respect to the
conduct of a business of which you are the
sole owner.
b. A partnership or joint venture, you are an
insured. Your members, your partners, and
their spouses are also insureds, but only with
respect to the conduct of your business.
c. A limited liability company, you are an
insured. Your members are also insureds,
but only with respect to the conduct of your
business. Your managers are insureds, but
only with respect to their duties as your
managers.
d. An organization other than a partnership,
joint venture or limited liabilig company, you
are an insured. Your"executive officers" and
directors are Insureds, but only with respect
to their duties as your officers or directors.

Your stockholders are also insureds, but only
with respect to their liability as stockholders.

Page 10 of 24 ends

(a) To you, to your partners or
members (if you are a partnership
or joint venture), to your members
(if you are a limited liability
company), or to a co-"employee"
while in the course of his or her
employment or performing duties
related to the conduct of your
business, or to your other
"volunteer workers" while
performing duties related to the
conduct of your business;
(b) To the spouse, child, parent,
brother or sister of that co-
"employee" or that "volunteer
worker" as a consequence of
Paragraph (1)(a) above;
(c) For which there is any obligation
to share damages with or repay
someone else who must pay
damages because of the injury
described in Paragraphs (1)(a) or
(b) above; or
(d) Arising out of his or her providing
or failing to provide professional
health care services.

If you are not in the business of
providing professional health care
services, Paragraph (d) does not apply
to any nurse, emergency medical
technician or paramedic employed by
you to provide such services.
(2) "Property damage" to property:
(a) Owned, occupied or used by,
Form SS 00 08 04 05
DocuSign Envelope ID: 4C0E95AD-20B+4DCC-9E14-CDF698622C38 (b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by you, any of your
"employees", "volunteer workers",
any partner or member (if you are
a partnership or joint venture), or
any member (if you are a limited
liability company).
b. Real Estate Manager

BUSINESS LIABILITY COVERAGE FORM
b. Coverage under this provision does not
apply to:
(1) "Bodily injury" or "property damage"
that occurred; or
(2) "Personal and advertising injury"
arising out of an offense committed
before you acquired or formed the
organization.

4. Operator Of Mobile Equipment
Any person (other than your "employee" or
"volunteer worker"), or any organization
while acting as your real estate manager.
c. Temporary Custodians Of Your
Property
Any person or organization having proper
temporary custody of your property if you
die, but only:
(1) With respect to liability arising out of the
maintenance or use of that property: and
(2) Until your legal representative has
been appointed.
d. Legal Representative If You Die
With respect to "mobile equipment" registered in
your name under any motor vehicle registration
law, any person is an insured while driving such
equipment along a public highway with your
permission. Any other person or organization
responsible for the conduct of such person is
also an insured, but only with respect to liability
arising out of the operation of the equipment, and
only if no other insurance of any kind is available
to that person or organization for this liability.

However, no person or organization is an insured
with respect to:
a. "Bodily injury" to a co-"employee" of the
person driving the equipment; or
Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is an insured under this provision.duties under this insurance. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of
yours which is a legally incorporated entity
of which you own a financial interest of
more than 50% of the voting stock on the
effective date of this Coverage Part.

The insurance afforded herein for any
subsidiary not shown in the Declarations
as a named insured does not apply to
injury or damage with respect to which an
insured under this insurance is also an
insured under another policy or would be
an insured under such policy but for its
termination or upon the exhaustion of its
limits of insurance.

3. Newly Acquired Or Formed Organization
With respect to watercraft you do not own that
is less than 51 feet long and is not being used
to carry persons for a charge, any person is an
insured while operating such watercraft with
your permission. Any other person or
organization responsible for the conduct of
such person is also an insured, but only with
respect to liability arising out of the operation
of the watercraft, and only if no other
insurance of any kind is available to that
person or organization for this liability.

However, no person or organization is an
insured with respect to:
a. "Bodily injury" to a co-"employee" of the
person operating the watercraft; or
Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and over which you
maintain financial interest of more than 50% of
the voting stock, will qualify as a Named
Insured if there is no other similar insurance
available to that organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
Form SS 00 08 04 05
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.

6. Additional Insureds When Required By
Written Contract, Written Agreement Or
Permit
The person(s) or organization(s) identified in
Paragraphs a. through f. below are additional
insureds when you have agreed, in a written

Page 11 of 24 ends

DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9814-CDF698622C38 BUSINESS UABILrrY COVERAGE FORM
contract, written agreement or because of a
permit issued by a state or political
subdivision, that such person or organization
be added as an additional insured on your
policy, provided the injury or damage occurs
subsequent to the execution of the contract or
agreement, orthe issuance of the permit.

A person or organization is an additional
insured under this provision only for that
period of time required by the contract,
, agreement or permit.

However, no such person or organization is an
additional insured under this provision if such
person or organization is included as an
additional insured by an endorsement issued
by us and made a part of this Coverage Part,
including all persons or organizations added
as additional insureds under the specific
additional insured coverage grants in Section
F. - Optional Additional Insured Coverages.
a. Vendors
Any person(s) or organization(s) (referred to
below as vendor), but only with respect to
'bodily injury" or "property damage" arising
out of "your products" which are distributed
or sold in the regular course of the vendofs
business and only if this Coverage Part
provides coverage for "bodily injury" or
"propedy damage" included within the
"products-completed operations hazard".
(1) The insurance afforded to the vendor
is subject to the following additional
exclusions:

This insurance does not apply to:
(a) "Bodily injury" or "property
damage" for which the vendor is
obligated to pay damages by
reason of the assumption of
liability in a contract or agreement.

This exclusion does not apply to
liability for damages that the
vendor would have in the absence
of the contract or agreement;
(b) Any express warranty
unauthorized by you;
(c) Any physical or chemical change
in the product made intentionally
by the vendoG
(d) Repackaging, except when
unpacked solely for the purpose of
inspection, demonstration, testing,
or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the
original container;

Page 12 of 24 ends

(e) Any failure to make such
inspections, adjustments, tests or
servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products;
(f) Demonstration, installation,
servicing or repair operations,
except such operations performed
at the vendofs premises in
connection with the sale of the
product:
(g) Products which, after distribution
or sale by you, have been labeled
or relabeled or used as a
container, part or ingredient of any
other thing or substance by or for
i the vendor; or
(h) "Bodily injury" or "property
damage" arising out of the so!e
i negligence of the vendor for its
own acts or omissions or those of
its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
(i) The exceptions contained in
Subparagraphs (d) or (f}; or
(ii) Such inspections, adjustments,
tests or servicing as the vendor
has agreed to make or normally
undertakes to make in the usual
course of business, in
connection with the distribution
or sale of the products.
(2) This insurance does not apply to any
insured person or organization from
whom you have acquired such products,
or any ingredient, part or container,
entering into, accompanying or
containing such products.
b. Lessors Of Equipment
(1) Any person or organization from
whom you lease equipment; but only
with respect to their liability for "bodily
injury", "property damage" or
"personal and advertising injury"
caused, in whole or in part, by your
maintenance, operation or use of
equipment leased to you by such
person or organization.'
Form SS 00 08 04 05
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9214-CDF698622C38 {2) With respect to the insurance afforded
, to these additional insureds, this
insurance does not apply to any
"occurrence" which takes place after
you cease to lease that equipment.
c. Lessors Of Land Or Premises
(1) Any person or organization from
whom you lease land or premises, but
only with respect to liability arising out
of the ownership, maintenance or use
of that part of the land or premises
leased to you.
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
(a) Any "occurrence" which takes
place after you cease to lease that
land or be a tenant in that
premises; or
(b) Structural alterations, new
construction or demolition
operations performed by or on
behalf of such person or
organization.
d. Architects , Engineers Or Surveyors
(1) Any architect, engineer, or surveyor, but
only with respect to liability for 'bodily
injury", "property damage" or "personal
and advertising injury" caused, in whole
or in part, by your acts or omissions or
the acts or omissions of those acting on
your behalf:
(a) In connection with your premises;
or
(b) In the performance of your
ongoing operations performed by
you or on your behalf.
(2) With respect to the insurance afforded
to these additional insureds, the
following additional exclusion applies:

This insurance does not apply to
"bodily injury", "property damage" or
"personal and advertising injury"
arising out of the rendering of or the
failure to render any professional
services by or for you, including:
(a) The preparing, approving, or
failure to prepare or approve,
maps, shop drawings, opinions,
reports, surveys, field orders,
change orders, designs or
drawings and speciñcations:or
(b) Supervisory, inspection,
architectural or engineering
activities.

Form SS 00 08 0405

BUSINESS LIABILITY COVERAGE FORM
e. Permits Issued By State Or Political
Subdivisions
(1) Any state or political subdivision, but
only with respect to operations
performed by you or on your behalf for
which the state or po!itical subdivision
has issued a permit.
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
(a) "Bodily injury", "property damage"
or "personal and advertising
injury" arising out of operations
performed for the state or
municipality; or
(b) "Bodily injury" or "property damage"
included within the "products-
completed operations hazard".
f. Any Other Party
(1) Any other person or organization who
is not an insured under Paragraphs a.
through e. above, but only with
respect to liability for "bodily injury",
"property damage" or "personal and
advertising injury" caused, in whole or
in part, by your acts or omissions or
the acts or omissions of those acting
on your behalf:
(a) In the performance of your
ongoing operations;
(b) In connection with your premises
owned by or rented to you; or
(c) In connection with "your work" and
included within the "products-
completed operations hazard", but
only if
(i) The written contract or written
agreement requires you to
provide such coverage to
such additional insured; and
(ii) This Coverage Part provides
coverage for "bodily injury" or
"property damage" included
within the "products-
completed operations hazard".
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
"Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the rendering of, or the
failure to render, any professional
architectural, engineering or surveying
services, including:

Page 13 of 24 ends

DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38

BUSINESS LIABILITY COVERAGE FORM
(a) The preparing, approving, or
failure to prepare or approve,
maps, shop drawings, opinions,
reports, surveys, field orders,
change orders, designs or
drawings and specifications; or
(b) Supervisory, < inspection,
architectural or engineenng
activities.

The limits of insurance that apply to additional
insureds are described in Section D. - Limits
Of Insurance.

How this insurance applies when other
insurance is available to an additional insured
is described in the Other Insurance Condition
in Section E. - Liability And Medical Expenses
General Conditions.

No person or organization is an insured with
respect to the conduct of any current or past
partnership, joint venture or limited liability
company that is not shown as a Named Insured ill
the Declarations.

D. LIABILITY AND MEDICAL EXPENSES

LIMITS OF INSURANCE

1. The Most We Will Pay
The Limits of Insurance shown in the
Declarations and the rules below fix the most
we will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits".

2. Aggregate Limits
The most we will pay for:
a. Damages because of "bodily injury" and
"property damage" included in the
"products-completed operations hazard" is
the Products-Completed Operations
Aggregate Limit shown in the
Declarations.
b. Damages because of all other "bodily
injury", "property damage" or "personal
and advertising injury", including medical
expenses, is the General Aggregate Limit
shown in the Declarations.

This General Aggregate Limit applies
separately to each of your "locations"
owned by or rented to you.
"Location" means premises involving the
same or connecting lots, or'' premises
whose connection is interrupted only by a
street, roadway or right-of-way of a
railroad.

Page 14 of 24 ends

This General Aggregate limit does not
apply to "property damage" to premises
while rented to you or temporarily
occupied by you with permission of the
owner, arising out of fire, lightning or
explosion.

3. Each Occurrence Limit
Subject to 2.a. or 2.b above, whichever
applies, the most we will pay for the sum of all
damages because of all "bodily injury",
"property damage" and medical expenses
arising out of any one " occurrence" is the
Liability and Medical Expenses Limit shown in
the Declarations .

The most we will pay for all medical expenses
because of "bodily injury" sustained by any
one person is the Medical Expenses Limit
shown in the Declarations .

4. Personal And Advertising Injury Limit
Subject to 2.b. above, the most we will pay for
the sum of all damages because of all
"personal and advertising injury" sustained by
any one person or organization is the Personal
and Advertising Injury Limit shown in the
Declarations.

5. Damage To Premises Rented To You Limit
The Damage To Premises Rented To You
Limit is the most we will pay under Business
Liability Coverage for damages because of
"property damage" to any one premises, while
rented to you, or in the case of damage by fire,
lightning or explosion, while rented to you or
temporarily occupied by you with permission of
the owner.

In the case of damage by fire, lightning or
explosion, the Damage to Premises Rented To
You Limit applies to all damage proximately
caused by the same event, whether such
damage results from fire, lightning or explosion
or any combination of these.

6. How Limits Apply To Additional Insureds
The most we will pay on behalf of a person or
organization who is an additional insured
underthis Coverage Part is the lesser of:
a. The limits of insurance specified in a
written contract, written agreement or
permit issued by a state or political
subdivision; or
b. The Limits of Insurance shown in the
Declarations.

Such amount shall be a part of and not in
addition to the Limits of Insurance shown in
the Declarations and described in this Section.

Form SS 00 08 04 05
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9614-CDF698622C38 If more than one limit of insurance under this
policy and any endorsements attached thereto
applies to any claim or "suit", the most we will pay
under this policy and the endorsements is the
single highest limit of liability of all coverages
applicable to such claim or "suit". However, this
paragraph does not apply to the Medical Expenses
[imit set forth in Paragraph 3. above.

The Urnits of Insurance of this Coverage Part apply
separately to each consecutive annua[ period and to
any remaining period of less than 12 months, starting
with the beginning of the policy period shown in the
Dedarations, unless the policy period is extended
after issuance for an additional period of less than 12 months. In that case. the additional period will be
deemed part of the last preceding period for purposes
of determining the Limits of Insurance.

E. LIABILITY AND MEDICAL EXPENSES

GENERAL CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of
the insured's estate will not relieve us of our
obligations under this Coverage Part.

2. Duties In The Event Of Occurrence,
Offense, Claim Or Suit
a. Notice Of Occurrence Or Offense
You or any additional insured must see to
it that we are notified as soon as
practicable of an "occurrence" or an
offense which may result in a claim. To
the extent possible, notice should include:
(1) How, when and where the "occurrence"
or offense took place;
(2) The names and addresses of any
injured persons and witnesses; and
(3) The nature and location of any injury
or damage arising out of the
"occurrence" or offense.
b. Notice Of Claim
If a claim is made or "suit" is brought
against any insured, you or any additional
insured must:
(1) Immediately record the specifics of the
claim or "suit" and the date received;
and
(2) Notify us as soon as practicable.

You or any additional insured must see to
it that we receive a written notice of the
claim or "suir as soon as practicable.
c. Assistance And Cooperation Of The
Insured
You and any other involved insured must:

Form SS 00 08 04 05

BUSINESS LIABILITY COVERAGE FORM
(1) Immediately send us copies of any
demands, notices, summonses or
legal papers received in connection
with the claim or "suif';
(2) Authorize us to obtain records and
other information;
(3) Cooperate with us in the investigation,
settlement of the claim or defense
against the "suif'; and
(4) Assist us, upon our request, in the
enforcement of any right against any
person or organization that may be
liable to the insured because of injury
or damage to which this insurance
may also apply.
d. Obligations At The Insured's Own Cost
No insured will, except at that insured's own
cost, voluntarily make a payment assume
any obligation, or incur any expense, other
than for first aid, without our consent
e. Additional Insured's Other Insurance
If we cover a claim or "suif' under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional insured
must submit such claim or "suit" to the
other insurer for defense and indemnity.

However, this provision does not apply to
the extent that you have agreed in a
written contract, written agreement or
permit that this insurance is primary and
non-contributory with the additional
insured's own insurance.
f. Knowledge Of An Occurrence, Offense,
Claim Or Suit
Paragraphs a. and b. apply to you or to
any additional insured only when such
"occurrence", offense, claim or "suit" is
known to:
(1) You or any additional insured that is
an individual;
(2) Any partner, if you or an additional
insured is a partnership;
(3) Any manager, if you or an additional
insured is a limited liability company;
(4) Any "executive officer" or insurance
manager, if you or an additional
insured is a corporation;
(5) Any trustee, if you or an additional
insured is a trust; or
(6) Any elected or appointed official, if you
or an additional insured is a political
subdivision or public entity.

Page 15 of 24 ends

DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622O38

BUSINESS LIABILITY COVERAGE FORM
This Paragraph f. applies separately to
you and any additional insured.

3. Financial Responsibility Laws
a. When this policy is certifi ed as proof of
(3) We have issued this policy in reliance
upon your representations.
b. Unintentional Failure To Disclose
Hazards
financial responsibility for the future under
the provisions of any motor vehicle
financial responsibility law, the insurance
provided by the policy for "bodily injury"
liability and "property damage" liability will
comply with the provisions of the law to
If unintentionally you should fail to disclose
all hazards relating to the conduct of your
business at the inception date of this
Coverage Part, we shall not deny any
coverage under this Coverage Part
because of such failure.
the extent of the coverage and limits of 7. Other Insuranceinsurance required by that law. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss wè cover under thiswhich this insurance applies, we will Coverage Part, our obligations are limited asprovide any liability, uninsured motorists, follows:underinsured motorists, no-fault or other a. Primary Insurancecoverage required by any motor vehicle law. We will provide the required limits for
those coverages.

4. Legal Action Against Us
No person or organization has a right under
this Coverage Form:
a. To join us as a party or othemise bring us
into a "suit" asking for damages from an
insured; or
b. To sue us on this Coverage Form unless
all of its terms have been fully complied
This insurance is primary except when b.
below applies. If other insurance is also
primary, we will share with all that other
insurance by the method described in c.
below.
b. Excess Insurance
This insurance is excess over any of the
other insurance, whether primary, excess,
contingent or on any other basis:
(1) Your Work
with.

A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured; but we will not be liable for
damages that are not payable under the tenns of
this insurance or that are in excess of the
applicable limit of insurance. An agreed
settlement means a settlement and release of
liability signed by us, the insured and the
claimant or the claimant's legal representative.

5. Separation Of Insureds
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned
in this policy to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom
a claim is made or"suit" is brought.

6. Representations
a. When You Accept This Policy
By accepting this policy, you agree:
(1) The statements in the Declarations
are accurate and complete;
(2) Those statements are based upon
representations you made to us; and

Page 16 of 24 ends

That is Fire, Extended Coverage,
Builder's Risk, Installation Risk or
similar coverage for "your work";
(2) Premises Rented To You
That is fire, lightning or explosion
insurance for premises rented to you
or temporarily occupied by you with
permission of the owner;
(3) Tenant Liability
That is insurance purchased by you to
cover your liability as a tenant for
"property damage" to premises rented
to you or temporarily occupied by you
with permission of the owner;
(4) Aircraft, Auto Or Watercraft
H the loss arises out of the maintenance
or use of aircraft, "autos" or watercraft to
the extent not subject to Exclusion g. of
Secüon A. - Coverages.
(5) Property Damage To Borrowed
Equipment Or Use Of Elevators
If the loss arises out of "property
damage" to borrowed equipment or
the use of elevators to the extent not
subject to Exclusion k. of Section A. -
Coverages.

Form SS 00 08 04 05
DocuSIgn Envelope ID: 4C0E95AD-2034-4DCC-9E14-CDF698622O38 (6) When You Are Added As An
Additional Insured To Other
Insurance
That is other insurance available to
you covering liability for damages
arising out of the premises or
operations, or products and completed
operations, for which you have been
added as an additional insured by that
insurance; or
(7) When You Add Others As An
Additional Insured To Th is
Insurance
That is other insurance available to an
additional insured.

However, the following provisions
apply to other insurance available to
any person or organization who is an
additional insured under this Coverage
Part :
(a) Primary Insurance When
Required By Contract
This insurance is primary if you
have agreed in a written contract,
written agreement or permit that
this insurance be primary. If other
insurance is also primary, we will
share with all that other insurance
by the method described in c.
below.

BUSINESS LIABILITY COVERAGE FORM
When this insurance is excess over other
insurance, we will pay only our share of
the amount of the loss, if any, that
exceeds the sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-
insured amounts under all that other
insurance.

We will share the remaining loss, if any, with
any other insurance that is not described in
this Excess Insurance provision and was not
bought specifically to apply in excess of the
Limits of Insurance shown in the
Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits
contribution by equal shares, we will follow
this method also. Under this approach,
each insurer contributes equal amounts
until it has paid its applicable limit of
insurance or none of the loss remains,
whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will
contribute by limits. Underthismethod, each
insurefs share is based on the ratio of its
applicable limit of insurance to the total
applicable limits of insurance of all insurers.
(b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us
Required By Contract a. Transfer Of Rights Of Recovery
If you have agreed in a written
contract, written agreement or
permit that this insurance is
primary and non-contributory with
the additional insured's own
insurance, this insurance is
primary and we will not seek
contribution from that other
insurance.

Paragraphs (a) and (b) do not apply to
other insurance to which the additional
insured has been added as an
additional insured.

When this insurance is excess, we will
have no duty under this Coverage Part to
defend the insured against any "suif' if any
other insurer has a duty to defend the
insured against that "suit". If no other
insurer defends, we will undertake to do
so, but we will be entitled to the insured's
rights against all those other insurers.

Form SS 00 08 04 05
If the insured has rights to recover all or
part of any payment, including
Supplementary Payments, we have made
under this Coverage Part, those rights are
transferred to us. The insured must do
nothing after loss to impair them. At our
request, the insured will bring "suit" or
transfer those rights to us and help us
enforce them. This condition does not
apply to Medical Expenses Coverage.
b. Waiver Of Rights Of Recovery (Waiver
Of Subrogation)
If the insured has waived any rights of
recovery against any person or
organization for all or part of any payment,
including Supplementary Payments, we
have made under this Coverage Part, we
also waive that right, provided the insured
waived their rights of recovery against
such person or organization in a contract,
agreement or permit that was executed
prior to the injury or damage.

Page 17 of 24 ends

DocuSign Envelope ]D: 4C0E95AD-2084-4DCC-SE14-CDF698622C38

BUSINESS LIABILITY COVERAGE FORM
F. OPTIONAL ADDITIONAL INSURED

COVERAGES
If listed or shown as applicable in the Declarations,
one or more of the following Optional Additional
Insured Coverages also apply. When any of these
Optional Additional Insured Coverages apply,
Paragraph 6. (Additional Insureds When Required
by Written Contract, Written Agreement or Permit)
of Section C., Who Is An Insured, does not apply
to the person or organization shown in the
Declarations. These coverages are subject to the
terms and conditions applicable to Business
Liability Coverage in this policy, except as
provided below:

1. Additional Insured - Designated Person Or
Organization
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations, but only with respect to liability
for "bodily injury", "property damage" or
"personal and advertising injury" caused, in
whole or in part, by your acts or omissions or
the acts or omissions of those acting on your
behalf:
a. In the performance of your ongoing
operations; or
b. In connection with your premises owned
by or rented to you.

2. Additional Insured - Managers Or Lessors
Of Premises
a. WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations as an Additional Insured -
Designated Person Or Organization; but only
with respect to liability arising out of the
ownership, maintenance or use of that part of
the premises leased to you and shown in the
Declarations.
b. With respect to the insurance afforded to
these additional insureds, the following
additional exclusions apply:

This insurance does not apply to:
(1) Any "occurrence" which takes place
after you cease to be a tenant in that
premises; or
(2) Structural alterations, new
construction or demolition operations
performed by or on behalf of such
person or organization.

Page 18 of 24 ends

3. Additional Insured - Grantor Of Franchise
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations as an Additional Insured -
Grantor Of Franchise, but only with respect to
their liability as grantor of franchise to you.

4. Additional Insured - Lessor Of Leased
Equipment
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
shown in the Declarations as an Additional
Insured - Lesser of Leased Equipment,
but only with respect to liability for "bodily
injury", "property damage" or "personal
and advertising injury" caused, in whole or
in part, by your maintenance, operation or
use of equipment leased to you by such
person(s) or organization(s).
b. With respect to the insurance afforded to
these additional insureds, this insurance
does not apply to any "occurrence" which
takes place after you cease to lease that
equipment.

5. Additional Insured - Owners Or Other
Interests From Whom Land Has Been
Leased
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
shown in the Declarations as an Additional
Insured - Owners Or Other Interests From
Whom Land Has Been Leased, but only
with respect to liability arising out of the
ownership, maintenance or use of that part
of the land leased to you and shown in the
Declarations.
b. With respect to the insurance afforded to
these additional insureds, the following
additional exclusions apply:

This insurance does not apply to:
(1) Any "occurrence" that takes place
after you cease to lease that land; or
(2) Structural alterations, new
construction or demolition operations
performed by or on behalf of such
person or organization.

6. Additional Insured - State Or Political
Subdivision - Permits
a. WHO [S AN INSURED under Section C. is
amended to include as an additional
insured the state or political subdivision
shown in the Declarations as an Additional
Form SS 00 08 04 05
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-SE14-CDF698622C38 Insured - State Or Political Subdivision -
Permits, but only with respect to
operations performed by you or on your
behalf for which the state or political
subdivision has issued a permit.
b. With respect to the insurance afforded to
these additional insureds, the following
additional exclusions apply:

This insurance does not apply to:
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of operations perfonned for
the state or municipality; or
(2) "Bodily injury" or "property damage"
included in the "product-completed
operations" hazard.

7. Additional Insured - Vendors
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
(referred to below as vendor) shown in the
Declarations as an Additional Insured -
Vendor, but only with respect to "bodily
injury" or "property damage" arising out of
"your products" which are distributed or
sold in the regular course of the vendofs
business and only if this Coverage Part
provides coverage for "bodily injury" or
"property damage" included within the
"products-completed operations hazard".
b. The insurance afforded to the vendor is
subject to the following additional exclusions:
(1) This insurance does not apply to:
(a) "Bodily injury" or "property
damage" for which the venclor is
obligated to pay damages by
reason of the assumption of
liability in a contract or agreement.

This exclusion does not apply to
liability for damages that the
vendor would have in the absence
of the contract or agreement;
(b) Any express warranty
unauthorized by you;
(c) Any physical or chemical change
in the product made intentionally
by the vendor;
(d) Repackaging, unless unpacked
solely for the purpose of inspection,
demonstration, testing. or the
substitution of parts under
instructions from the manufacturer,
and then repackaged in the original
containeG
Form SS 00 08 04 05

BUSINESS LIABILITY COVERAGE FORM
(e) Any failure to make such
inspections, adjustments, tests or
servicing as the vendor has agreed
to make or normally undertakes to
make in the usual course of
business, in connection with the
distribution or sale of the products;
(f) Demonstration, installation,
servicing or repair operations,
except such operations performed
at the vendofs premises in
connection with the sale of the
product;
(g) Products which, after distribution
or sale by you, have been labeled
or relabeled or used as a
container, part or ingredient of any
other thing or substance by or for
the vendoG or
(h) "Bodily injury" or "property
damage" arising out of the sole
negligence of the vendor for its
own acts or omissions or those of
its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
(i) The exceptions contained in
Subparagraphs (d) or (0; or
(ii) Such inspections,
adjustments, tests or servicing
as the vendor has agreed to
make or normally undertakes
to make in the usual course of
business, in connection with
the distribution or sale of the
products.
(2) This insurance does not apply to any
insured person or organization from
whom you have acquired such
products, or any ingredient, part or
container, entering into,
accompanying or containing such
products.

8. Additional Insured - Controlling Interest
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations as an Additional Insured -
Controlling Interest, but only with respect to
their liability arising out of:
a. Their financial control of you; or
b. Premises they own, maintain or control
while you lease or occupy these premises.

Page 19 of 24 ends

DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38

BUSINESS LIABILITY COVERAGE FORM
This insurance does not apply to structural
alterations, new construction and demolition
operations performed by or for that person or
organization.

9. Additional Insured - Owners, Lessees Or
Contractors - Scheduled Person Or
Organization
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
shown in the Declarations as an Additional
Insured - Owner, Lessees Or Contractors,
but only with respect to liability for "bodily
injury", "property damage" or "personal
and advertising injury" caused, in whole or
in part, by your acts or omissions or the
acts or omissions of those acting on your
behalf:
(1) In the performance of your ongoing
operations for the additional
insured(s); or
(2) In connection with "your work"
performed for that additional insured
and included within the "products-
completed operations hazard", but
only if this Coverage Part provides
coverage for "bodily injury" or
"property damage" included within the
"products-completed operations
hazard".
b. With respect to the insurance afforded to
these additional insureds, this insurance
does not apply to "bodily injury", "property
damage" or "personal an advertising
j injury" arising out of the rendering of, or
the failure to render, any professional
architectural, engineering or surveying
services, including:
(1) The preparing, approving, or failure to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders, change orders, designs or
drawings and specifications; or
(2) Supervisory, inspection, architectural
or engineering activities.

10. Additional 1nsured - Co-Owner Of Insured
Premises
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or Organization(s) shown in the
Declarations as an Additional Insured - Co-
Owner Of Insured Premises, but only with
respect to their liability as co-owner of the
premises shown in the Declarations.

Page 20 of 24 ends

The limits of insurance that apply to additional
insureds are described in Section D. - Limits Of
Insurance.

How this insurance applies when other insurance
is available to an additional insured is described in
the Other Insurance Condition in Section E. -
Liability And Medical Expenses General
Conditions.

G. LIABILITY AND MEDICAL EXPENSES

DEFINITIONS

1. "Advertisement" means the widespread public
dissemination of information or images that
has the purpose of inducing the sale of goods,
products or services through:
a. (1) Radio;
(2) Television;
(3) Billboard;
(4) Magazine;
(5) Newspaper;
b. The Internet, but only that part of a web
site that is about goods, products or
services for the purposes of inducing the
sale of goods, products or services; or
c. Any other publication that is given
widespread public distribution.

However, "advertisement" does not include:
a. The design, printed material, information
or images contained in, on or upon the
packaging or labeling of any goods or
products; or
b. An interactive conversation between or
among persons through a computer network.

2. "Advertising idea" means any idea for an
"advertisement".

3. "Asbestos hazard" means an exposure or
threat of exposure to the actual or alleged
properties of asbestos and includes the mere
presence of asbestos in any form.

4. "Auto" means a land motor vehicle, trailer or
semi-trailer designed for travel on public
roads, including any attached machinery or
equipment. But "auto" does not include
"mobile equipment".

5. "Bodily injury" means physical:
a. Injury;
b. Sickness; or
c. Disease
sustained by a person and, if arising out of the
above, mental anguish or death at any time.

6. "Coverage territory" means:

Form SS 00 08 04 05
DocuSign Envelope ID: 4O0295AD-2084-4DCC-9214-CDF698622C38 a. The United States of America (including its
territories and possessions), Puerto Rico
and Canada;
b. International waters or airspace, but only if
the injury or damage occurs in the course
of travel or transportation between any
places included in a. above;
c. All other parts of the world if the injury or
damage arises out of:

BUSINESS LIABILITY COVERAGE FORM
1 b. You have failed to fulfill the terms of a
contract or agreement;
if such propere can be restored to use by:
a. The repair, replacement, adjustment or
removal of "your product" or "your work";
or
b. Your fulfilling the terms of the contract or
agreement.

12. "Insured contracf' means:
(1) Goods or products made or sold by you
in the tenitory described in a. above;
(2) The activities of a person whose home
is in the territory described in a.
above, but is away for a short time on
your business; or
(3) "Personal and advertising injury"
offenses that take place through the
Internet or similar electronic means of
communication
provided the insured's responsibility to pay
damages is determined in the United States of
America (including its territories and
possessions), Puerto Rico or Canada, in a
"suit" on the merits according to the
substantive law in such territory, or in a
settlement we agree to.

7. "Electronic data" means information, facts or
programs:
a. Stored as or on;
b. Created or used on; or
c. Transmitted to or from
computer software, including systems and
applications software, hard or floppy disks,
CD-ROMS, tapes, drives, cells, data
processing devices or any other media which
are used with electronically controlled
equipment.

8. "Employee" includes a "leased workef'.
"Employee" does not include a "temporary
worker".

9. "Executive officer" means a person holding
any of the officer positions created by your
charter, constitution, by-laws or any other
similar governing document.

10. "Hostile fire" means one which becomes
uncontrollable or breaks out from where it was
intended to be.

11. "Impaired property" means tangible property,other than "your product" or "your work", that cannot be used or is less useful because:
a. It incorporates "your producf' or "your work"
that is known or thought to be defective,
deficient, inadequate or dangerous; or
Form SS 00 08 04 05
a. A contract for a lease of premises.

However, that portion of the contract for a
lease of premises that indemnifies any
person or organization for damage by fire,
lightning or explosion to premises while
rented to you or temporarily occupied by
you with permission of the owner is
subject to the Damage To Premises
Rented To You limit described in Section
D. - Liability and Medical Expenses Limits
of Insurance.
b. A sidetrack agreement;
c. Any easement or license agreement,
including an easement or license
agreement in connection with construction
or demolition operations on or within 50
feet of a railroad;
d. Any obligation, as required by ordinance,
to indemniTy a municipality, except in
connection with work for a municipality;
e. An elevator maintenance agreement; or
f. That part of any other contract or
agreement pertaining to your business
(including an indemnification of a
municipamy in connection with work
performed for a municipality) under which
you assume the tort liability of another
party to pay for "bodily injury" or "property
damage" to a third person or organization,
provided the "bodily injury" or "property
damage" is caused, in whole or in part, by
you or by those acting on your behalf.

Tort liability means a liability that would be
imposed by law in the absence of any
contract or agreement.

Paragraph f. includes that part of any
contract or agreement that indemnifies a
railroad for "bodily injury" or "property
damage" arising out of construction or
demolition operations within 50 feet of any
railroad property and affecting any railroad
bridge or trestle, tracks, road-beds, tunnel,
underpass or crossing.

However, Paragraph f. does not include
that part of any contract or agreement:

Page 21 of 24 ends

DocuSign Envelope ID: 4C0E95AD-2054-4DCC-9E14-CDF698622C38

BUSINESS UABILITY COVERAGE FORM
(1) That indemnifies an architect,
engineer or surveyor for injury or
damage arising out of:
(a) Preparing, approving or failing to
prepare or approve maps, shop
drawings, opinions, reports,
surveys, field orders, change
orders, designs or drawings and
specifications; or
(b) Giving directions or instructions,
or failing to give them, if that is the
primary cause of the injury or
damage; or
(2) Under which the insured, if an
architect, engineer or surveyor,
assumes liability for an injury or
damage arising out of the insured's
rendering or failure to render
professional services, including those
listed in (1) above and supervisory,
inspection, architectural or
engineering activities.

13. "Leased worker" means a person leased to
you by a labor leasing firm under an
agreement between you and the labor leasing
firm, to perform duties related to the conduct of
your business. "Leased worker" does not
include a "temporary workef'.

14. "Loading or unloading" means the handling of
property:
a. After it is moved from the place where it is
accepted for movement into or onto an
aircraft, watercraft or "auto"*
b. While it is in or on an aircraft, watercraft or
"auto"; or
c. While it is being moved from an aircraft,
watercraft or "auto" to the place where it is
finally delivered;
but "loading or unloading" does not include the
movement of property by means of a mechanical
device, other than a hand truck, that is not
attached to the aircraft, watercraft or "auto".
(1) Power cranes, shovels, loaders,
diggers or drills; or
(2) Road construction or resurfacing
equipment such as graders, scrapers
or rollers;
e. Vehicles not described in a., b., c., or d.
above that are not self-propeiled and are
maintained primarily to provide mobility to
permanently attached equipment of the
following types:
(1) Air compressors, pumps and
generators, including spraying,
welding, building cleaning,
geophysical exploration, lighting and
well servicing equipment; or
(2) Cherry pickers and similar devices
used to raise or lower workers;
f. Vehicles not described in a., b., c., or d.
above maintained primarily for purposes
other than the transportation of persons or
cargo.

However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipment" but
will be considered "autos":
(1) Equipment, of at least 1,000 pounds
gross vehicle weight, designed
primarily for:
(a) Snow removal;
(b) Road maintenance, but not
construction or resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices
mounted on automobile or truck
chassis and used to raise or lower
workers; and
(3) Air compressors, pumps and
generators, including spraying,
welding, building cleaning,
geophysical exploration, lighting and
well servicing equipment.

15. "Mobile equipmenf' means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and
other vehicles designed for use principally
off public roads;
b. Vehicles maintained for use solely on or
next to premises you own or rent;
c. Vehicles that travel on crawler treads;
d. Vehicles. whether self-propelled or not, on
which are permanently mounted:

Page 22 of 24 ends

16. "Occurrence" means an accident, including
continuous or repeated exposure to substantiaïly
the same general harmful conditions.

17. "Personal and advertising injury" means injury,
including consequential "bodily injury", arising
out of one or more of the following offenses:
a. False arrest, detention or imprisonment:
b. Malicious prosecution;
Form SS 00 08 04 05
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38 c. The wrongful eviction from, wrongful entry
into, or invasion of the right of private
occupancy of a room, dwelling or
premises that the person occupies,
committed by or on behalf of its owner,
landlord or lessor;
d. Oral, written or electronic publication of
material that slanders or libels a person or
organization or disparages a person's or
organization's goods, products or services;
e. Oral, written or electronic publication of
material that violates a person's right of
privacy;
f. Copying, in your "advertisement", a
person's or organization's "advertising
idea" or style of "advertisement";
g. Infringement of copyright, slogan, or title of
any literary or artistic work, in your
"advertisement:'; or
h. Discrimination or humiliation that results in
injury to the feelings or reputation of a
natural person.

18. "Pollutants" means any solid, liquid, gaseous or
thermal irritant or contaminant, induding smoke,
vapor, soot, fumes, adds, alkalis, chemicals and
waste. Waste includes materials to be recycled,
reconditioned or reclaimed.

19. "Products-completed operations hazard";
a. Includes all "bodily injury" and "properly
damage" occurring away from premises
you own or rent and arising out of "your
product" or"your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed
or abandoned. However, "your work"
will be deemed to be completed at the
earliest of the following times:
(a) When all of the work called for in
your contract has been completed.
(b) When all of the work to be done at
the job site has been completed if
your contract calls for work at
more than one job site.
(c) When that part of the work done at
a job site has been put to its
intended use by any person or
organization other than another
contractor or subcontractor
working on the same project.

Form SS 00 08 04 05

BUSINESS LIABILITY COVERAGE FORM
Work that may need service, maintenance,
correction, repair or replacement, but
which is otherwise complete, will be
treated as completed.

The "bodily injury" or "property damage"
must occur away from premises you own
or rent, unless your business includes the
selling, handling or distribution of "your
product" for consumption on premises you
own or rent.
b. Does not include "bodily injury" or
"property damage" arising out of:
(1) The transportation of property, unless
the injury or damage arises out of a
condition in or on a vehicle not owned
or operated by you, and that condition
was created by the "loading or
unloading" of that vehicle by any
insured; or
(2) The existence of tools, uninstalled
equipment or abandoned or unused
materials.

20. "Property damage" means:
a. Physical injury to tangible property,
including all resulting loss of use of that
property. All such loss of use shall be
deemed to occur at the time of the
physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured. All such loss of use
shall be deemed to occur at the time of
"occurrence" that caused it.

As used in this definition, "electronic data" is
not tangible property.

21. "Suit" means a civil proceeding in which
damages because of "bodily injury", "property
damage" or "personal and advertising injury"
to which this insurance applies are alleged.
"Suit" includes:
a. An arbitration proceeding in which such
damages are claimed and to which the
insured must submit or does submit with
our consent; or
b. Any other alternative dispute resolution
proceeding in which such damages are
claimed and to which the insured submits
with our consent.

22. "Temporary workee' means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or
short-term workload conditions.

23. 'Volunteer worker" means a person who:
a. Is not your "employee";

Page 23 of 24 ends

DocuSign Envelope ID: 4C0E95AD-2034-4DCC-9214-CDF698622O38

BUSINESS UABILITY COVERAGE FORM
b. Donates his or her work;
c. Acts at the direction of and within the
scope of duties determined by you; and
d. Is not paid a fee, salary or other
compensation by you or anyone else for
their work performed for you.

24."Your product":
a. Means:
(1) Any goods or products, other than real
propedy, manufactured, sold, handled,
distributed or disposed of by:
(a) You;
(b) Others trading under your name;
or
(c) A person or organization whose
business or assets you have
acquired; and
(2) Containers (other than vehicles),
materials, parts or equipment
furnished in connection with such
goods or products.
b. Includes:
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of"your product"; and

Page 24 of 24 ends

(2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending machines or
other property rented to or located for the
use of others but not sold.

25. "Your work":
a. Means:
(1) Work or operations performed by you
or on your behalf; and
(2) Materials, parts or equipment
furnished in connection with such work
or operations.
b. Includes:
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of"your work"; and
(2) The providing of or failure to provide
warnings or instructions.

Form SS 00 08 04 05
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622O38 Policy Number: BA040000062189
TH]S ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Business Auto Broadening Endorsement
This endorsement modifies insurance provided underthe following:

BUSINESS AUTO COVERAGE FORM

1. NEWLY ACQUIRED OR FORMED ENTITY (BROAD FORM NAMED INSURED)

11. EMPLOYEES AS INSUREDS
111. AUTOMATIC ADDITIONAL INSURED
IV. EMPLOYEE HIRED AUTO LIABILITY
V. SUPPLEMENTARY PAYMENTS
VI. FELLOW EMPLOYEE COVERAGE
VII. ADDITIONALTRANSPORTATION EXPENSE
VI11. HIRED AUTO PHYSICAL DAMAGE COVERAGE
IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE
X. LOAN/LEASE GAP COVERAGE
XI. GLASS REPAIR - DEDUCTIBLE WAIVER
X11. TWO OR MORE DEDUCTIBLES
XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS XIV. WAIVER OF SUBROGATION
XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE
XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT XVill. HIRED AUTO - COVERAGE TERRITORY
XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH MCA85100817-CA
Copyright 2017 Mercury Insu rance Services, LLC. All rights reserved.

IncÎudes copyrighted material of Insurance Services Office, Inc., wlth its Permission Page 1 of 6 DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622638

BUSINESS AUTO COVERAGE FORM

1. NEWLY ACQUIRED OR FORMED ENTITY (Broad Form Named Insured) SECTION Il - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
d. Any business entity newly acquired or formed by you during the policy period provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following acquisition or formation of the business entity. c Coverage under this provision is afforded only until the end of the policy period. 2 Coverage does not apply to an "accident" which occurred before you acquired or formed the organization.

11. EMPLOYEES AS INSUREDS
SECTION Il - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
e. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. 111. AUTOMATIC ADDITIONAL INSURED
SECTION 11- LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
f. Any person or organization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An insured provision contained in Section 11.

IV. EMPLOYEE HIRED AUTO UABILITY
SECTION Il - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
g. An "employee"of yours is an 9nsured"while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business.

V. SUPPLEMENTARY PAYMENTS
SECTION 11 - LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Subparagraphs (2) and (4) are replaced by the following:
(2) Up to $3,000 for cost of ball bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We are not obligated to furnish these bonds.
4 (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.

MCA85100817-CA
Copyright 2017 Mercury Insurance Services, LLC. All rights reserved.

Includes copyrighted material of Insurance Services Office, Inc., with its PermissionPage 2 of 6 DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9214-CDF698622C38 VI. FELLOW EMPLOYEE COVERAGE:

SECTION 11 - LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee This exclusion does not apply if you have workers' compensation insurance in-force covering all of your "employees". Coverage is excess over any other collectible insurance.

VII . ADDITIONAL TRANSPORTATION EXPENSE
SECTION 111- PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses, is replaced with the following:

We will pay up to $50 per day to a maximum of $1000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered l'auto" is returned to use or we payfor its "loss". If your business shown in the Declarations is other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered auto from the place where it is recovered to its usual garaging location.

VI11. HIRED AUTO PHYSICAL DAMAGE COVERAGE
SECrION 111- PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, the following is added:
c. If Liability Coverage is provided in this policy ona Symbol 1 or a Symbol 8 basis and Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this coverage form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos"you hire, subject tothe following limit:
{1) The most we will pay for"loss" to any hired "auto" is $50,000 or Actual Cash Value or Cost of Repair, whichever is less
(2) $500 deductible will apply to any loss under this coverage extension, except that no deductible shall apply to "loss" caused by fire or lightning Subject to the above limit and deductible we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own of similar size and type. This coverage extension is excess coverage over any other collectible insurance.

IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE
SECTION 111- PHYSICAL DAMAGE COVERAGE, B. Exclusions, 3.a., is amended to add the following:

This exclusion does not apply to the accidental discharge of an airbag.

MCA85100817-CA
Copyright 2017 Mercury Insurance Services. LLC. All rights reserved.

Includes copyrighted material of Insurance Services Office, Inc., with its PermissionPage 3 of 6 DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9E14-CDF698622C38 X. LOAN/ LEASE GAP COVERAGE
SECTION 111 -PHYSICAL DAMAGE COVERAGE C. Limit of Insurance, the following is added:

4. In the event of a "total loss" to a covered "auto" shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto," less:
a. The amount paid under the Physical Damage Coverage Section of the policy; and
b. Any:
(1) Overdue lease/loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage.
(3) Security deposits not returned by the lessor;
(4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases.

The most we will pay under Auto Loan/Lease Gap Coverage for an insured auto is 25% of the actual cash value of that insured auto at the time of the loss.

XI. GLASS REPAIR - DEDUCTIBLE WAIVER
SECTION Ill-PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added:

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

XII. TWO OR MORE DEDUCTIBLES
SECTION 111 -PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added:

If two or more "company" policies or coverage forms apply to the same accident:

1. tf the applicable Business Auto deductible is the smallest, it will be waived; or

2. If the applicable Business Auto deductible is not the smallest it will be reduced by the amount of thesmallest deductible; or

3. If the loss involves two or more Business Auto coverage forms or policies the smallest deductible will be waived. ,
For the purpose of this endorsement "company" means the company providing this insurance and any of the affiliated members of the Mercury Insurance Group of companies.

XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in SECTION IV, BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit, Or Loss, a., In the event of "accident", you must notify us of an "accident" applies only when the "accident" is known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation.

MCA85100817-CA
Copyright 2017 Mercury Insurance Services, LLC. All rights reserved.

Includes copyrighted material of Insurance Services Office, Inc., with its PermissionPage 4 of 6 DocuSign Envelope ID: 4C0E95AD-2034-4DCC-9E14-CDF698622638 xlv. WAIVER OF SUBROGATION
SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights Of Recovery Against Others To Us, section is replaced by the following:

5. Transfer Of Rights Of Recovery Against Others To Us
We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the ':accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract.

XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepresentation, or Fraud, the following is added:

Any unintentional omission of or error in information given by you, or unintentional failure to disclose all exposures or hazards existing as of the effective date or at any time during the policy period shall not invalidate or adversely affect the coverage for such exposure or hazard or prejudice your rights under this insurance. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery.

This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal.

XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE
SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, b. For Hired Auto Physical Damage Coverage, is replaced by the following:
b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered t
"autos" you own:

1. Any covered "auto" you lease, hire, rent or borrow; and

2. Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business.

However, any"auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".

XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT SECTION W - BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, the following is added and supersedes any provision to the contrary:
e. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that:
(1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured.

MCA85100817-CA
Copyright 2017 Mercury Insurance Services, LLC. All rights reserved.

Indudes copyrighted material of Insurance Services Office, Inc., with its Permission Page 5 of 6 DocuSign Envelope ID: 4C0E95AD-2064-4DCC-9E14-CDF698622C38 XVI11. HIRED AUTO - COVERAGE TERRITORY
SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, 7. Policy Period, Coverage Territory, e. Anywhere in the world if:, is replaced by the following:
e. Anywhere in the world if:
(1) A covered "auto" is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and
(2) The "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico, or Canada or in a settlement we agree to.

XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH SECTION V - DEFINITIONS, C. "Bodily Injury" is amended by adding the following:
"Bodily injury" also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness, or disease.

MCA85100817-CA
Copyright 2017 Mercury Insurance Services, LLC. Atl rights reserved.

Includes copyrighted material of Insurance Services office, Inc., with its Permission Page 6 of 6 DocuSign Envelope ID: 4C0E95AD-2084-4DCC -9E14-CDF698622C38 THE .

HARTFORD

THE HARTFORD

BUSINESS SERVICE CENTER
3600 WISEMAN BLVD
SAN ANTONIO TX 78251 November 29, 2021
City of Vallejo
555 SANTA CLARA ST
VALLEJO CA 94590
Account Information: * 1 Contact Us
Policy Holder Details : CALIFORNIA CONSULTING INC Business Service Center Business Hours: Monday - Friday
(7AM - 7PM Central Standard Time)
Phone: (877) 287-1312
Fax: (888) 443-6112
Email: [email protected]
Website: httos://business.thehartford.com
Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns.

Sincerely,
Your Hartford Service Team
WLTR005
DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9614-CDF698622C38 6 ACORìý CERTIFICATE OF LIABILITY INSURANCE
DATE (MMJDDríYYY}
11/29/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO mGHTS UPON THE CERTIFICATEHOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGEAFFORDED BY THE POUC[ES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSnTUTE A CONTRACT BETWEEN THEISSUING INSURER(S), AUTHORIZED REPRESENTAnVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must bo endorsed. If SUBROGATIONIS WAIVED, subJect to tho terms and conditions of the policy. certain policies may require an endorsement A statement on this certificate does not confer rights to tho certificate holder in lieu of such endorsement{s).

PRODUCER CONTACTNAME:

PAYCHEX INSURANCE AGENCY INC PHONE (877) 266-6850 FAX (585) 389-7894 76210705 (AIC, No. Extj: (AIC, No}:
150 SAWGRASS DRIVE E-MAIL ADDRESS:

ROCHESTER NY 14620 INSURER(S) AFFORDING COVERAGE NAIC#
34690

INSURED

CALIFORNIA CONSULTING INC
214 MAIN ST STE 102
EL SEGUNDO CA 90245-3803
INSURER A: Property and Casualty Insurance Company of Hartford INSURER B :

INSURERC:

INSURER D :

INSURERE :

INSURERF :

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY 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 PAtD CLAIMS.

INSR ADDL SUER POUCY NUMBER POLICY EFF POUCY EXPTYPE OP INSURANCE UMITS I.TR INSR WVD IMMIDDrYYYVI íMMíDDPY 'mi
COMMERCIAL. GENERAL LIABILITY . EACH OCCURRENCË
-- CLAIMS-MAC)Ëm OCCUR DAMAGE TO RENTED
PRFUISFS (Ea occurrence)
MED EXP (Anyoneperson)

PERSONAL&ADVINJURY
GE ILAGGREGATE UMIT APPLIËS PER:

POUCY El i: of El Loc

GENERALAGGREGATE

PRODUCTS - COMPOP AGG
OTHER:

AUTOMOBILE LIABILITY

ANY AUTO

COMBINED SINGLE LIMIT
fF, ReÁ:ident)
BODILY INJURY per person)

ALL OWNED SCHEDULED

AUTOS AUTOS

HIRED NON-OV,NED

AUTOS AUTOS
BODtLY INJURY (Peraccident)

PROPERTY DAMAGE
(Per acadent)

UMBRELLA LIAR

EXCESS UAB
OCCUR

CLAIMS-
MADE

EACH OCCURRENCE

AGGREGATE
DED |RETENTION $

WORKERS COMPENSAMON X PER OTH-

AND EMPLOYERS' LIABIUTY STATUTE ER
mîl Ym E.L. EACH ACCIDENT $1,000.000
A PROPRETOR/PARTNERÆXECUTIVE
OFFICER/MEMBER EXCLUDED ?
(Mandatory in NH}
If yes, describe under
DESCRIPTION OF OPERATIONS below
WAX 76 WBG PT1436 01/16/2021 01/16/2022 E.L. DISEASE -EA EMPLOYEE $1.000,000 El. DISEASE - POUCY UMIT $1.000,000
DESCRIPT/ON OF OPERATFONS/LOCAnONS/VEHICLES (ACO %[} 101, Additional Remarks Schedule. may be attached If more space ls required) Those usual to the Insured's Operations. Notice of Cancellation will be provided in accordance with Form WC990394, attached to this policy. Waiver ofSubrogation applies in favor of the Certificate Holder per Waiver of our Right to Recover from Others Endorsement WC040306 attached to this policy.

CERTIFICATE HOLDER CANCELLATION
City of Vailejo SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 555 SANTA CLARA ST BEFORE THE EXPIRATION DATE THEREOF, NOnCE WILL BE DELIVERED VALLEJO CA 94590 IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTAnVE
gueanar . Caó&,uoót >
©1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 4C0E95AD-2084-4DCC-9214-CDF698622C38 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT -CALIFORNIA
Policy Number: 76 WBG PT1436 Endorsement Number:

Effective Date: 01/16/21 Effecüve hour Is the same as stated on the Information Page of the policy.

Named Insured and Address: CALIFORNIA CONSULTING INC
214 MAIN ST STE 102
EL SEGUNDO CA 90245
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce ourright against the person or organizaüon named in the Schedule. (This agreement applies only to the extent that youperfonn work under awritten contact that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuñeration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2 % of the Caltfornia workers' compensation premium otherwise due on such remuneration.

SCHEDULE
Job DescriptionPerson or Organization
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from US
Countersigned by Authorized Representative
Form WC 04 03 06 (1) Printed in U.SA
Process Date: 12/07/20 Policy Expiration Date: 01/16/22 CONSENT CALENDAR 8.F.

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 THE PERMANENTE GROUP, INC.

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute a First Amendment to the Consultant and Professional Services Agreement with the Permanente Group, Inc. for occupational health and safety services compensation by $205,000, to an amount not to exceed $300,000.

REASONS FOR RECOMMENDATION
Executing this First Amendment for The Permanente Group, Inc. will allow the City to use Kaiser’s occupational health and safety services in order to comply with state and federal worksite regulations.

BACKGROUND AND DISCUSSION
On May 1, 2021, the City of Vallejo entered into a Consultant and Professional Services Agreement with The Permanente Group, Inc. (Kaiser) to perform employment physicals, screening services and vaccinations for the City’s new hire employees. Kaiser offers a full scope of occupational health and safety services intended to help determine whether new hires can safely perform the essential functions of their jobs through the required preplacement exams. These exams are mandatory and necessary especially in the line of work for Fire and Police. Kaiser provides the more complex functional and physical capacity evaluations needed by the City. Therefore, it is recommended that an amendment to the Professional Services Agreement with Kaiser be extended for an additional year as well as increase the total projected expenditure to a new not-to- exceed amount of $300,000.

FISCAL IMPACT
The annual costs associated with these services are included in the annual Human Resources professional services budget. Therefore, there is no additional fiscal impact associated with the action, as the funding is approved by the City Council during the annual budget process.

ATTACHMENTS

1. Kaiser Reso CAO Stamp

2. Amendment to Master Agreement - Kaiser CAO Stamp (2)

3. Kaiser - Exhibit A Scope of Work CAO STAMP

4. Kaiser - Exhibit B Compensation CAO STAMP

5. Kaiser Contract #21-HR168

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 THE PERMANENTE GROUP, INC.

Page 2 ends

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 THE PERMANENTE GROUP, INC.

WHEREAS, on May 1, 2021, the City entered into a Consultant and Professional Services Agreement (the “Agreement”) with The Permanente Group, Inc. (the “Consultant”), to provide occupational health and safety services to the City; and WHEREAS, contracting with Kaiser has enabled the City to maintain its state and federal worksite regulations by keeping employees safe and productive; 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 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 The Permanente Group, Inc. (Kaiser).

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 The Permanente Group 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

THE PERMANENTE GROUP, INC
This First Amendment to the Consultant and Professional Services Agreement (21- HR168) made and entered into on May 1, 2021, hereafter referred to as “Agreement”, between the Permanente Group, Inc., 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 five thousand dollars ($205,000) with a not to exceed total of three hundred thousand dollars ($300,000).

2. Replacement of Exhibit A – Scope of Work. Exhibit A to the Agreement is hereby amended and replaced in its entirety as well as replacement of Attachment 1 of Exhibit A, attached hereto and incorporated herein by this reference.

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.

First Amendment to Agreement Between City of Vallejo and The Permanente Group Page 2 of 3 (Revised 01.2019)

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

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 The Permanente Group 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.

THE PERMANENTE GROUP, INC
BY:

PATRICIA COON

EXECUTIVE ACCOUNT MANAGER
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
____________________________________________________________________________________ The Permanente Group - Consultant and Professional Services Agreement Page 1 of 11 Exhibit A – Scope of Work
Approved as to form:

By: for
Veronica Nebb, City Attorney

EXHIBIT A

SCOPE OF WORK

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

Pleshetta Dauzart
Assistant Human Resources Director
Human Resources
555 Santa Clara Street
Vallejo, CA 94590
707-648-8606
[email protected]
The Consultant’s Representative for this Agreement is:

Patricia Coon
Executive Account Manager
Kaiser Permanente
Occupational Health Sales and Account Management
1800 Harrison Street, 9th Floor
Oakland, CA 94612
408-529-2437
[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.

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 ____________________________________________________________________________________ The Permanente Group - Consultant and Professional Services Agreement Page 2 of 11 Exhibit A – Scope of Work
breadth of experience. There shall be no change in the personnel listed below, without written approval of the City Representative. Consultant recognizes that the composition of this team was instrumental in the City’s decision to award the work to Consultant and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

Key personnel are as follows:

Patricia Coon
City of Vallejo
Attachment 1 of Exhibit A
Fee Schedule

OCCUPATIONAL HEALTH AND SAFETY SERVICES TO BE PROVIDED TO CITY OF VALLEJO Services will be provided to CITY OF VALLEJO as follows:

PREPLACEMENT EXAM (PP1)
300388 Preplacement Physical Exam $65.00
As Employer Requested:
86580 PPD, 1 step, placement and reading
–OR–
$20.00
86480 QuantiFERON $145.00
300420 Collection for Drug Screen Preferred Alliance “Quick Test” -OR-
Billed by Preferred
Alliance
300411 Collection for Drug Screen-Preferred Alliance Billed by Preferred Alliance
As Clinically Indicated:
71045 Chest X-Ray, 1 view $55.00
71046 Chest X-Ray, 2 views $75.00
PREPLACEMENT EXAM (PP2)
300388 Preplacement Physical Exam $65.00
300422 PPD, 2 step, 2 placements and readings
–OR–
$30.00
86480 QuantiFERON $145.00
As Employer Requested:
____________________________________________________________________________________ The Permanente Group - Consultant and Professional Services Agreement Page 3 of 11 Exhibit A – Scope of Work
300415 Respirator Med Clearance/OSHA $35.00
300420 Collection for Drug Screen Preferred Alliance “Quick Test” -OR-
Billed by Preferred
Alliance
300411 Collection for Drug Screen-Preferred Alliance Billed by Preferred Alliance
As Clinically Indicated:
86580 PPD, 1 step, placement and reading $20.00
94010 Spirometry $60.00
93000 EKG, resting $50.00
93015 Cardiac Stress Test with Treadmill $230.00
36415 Venipuncture $15.00
86735 Titer: Mumps Antibody Screen $35.00
86762 Titer: Rubella Antibody Screen (German Measles) $35.00 86765 Titer: Rubeola Antibody Screen (Measles) $35.00
86787 Titer: Varicella (Varicella or Chickenpox) Antibody Screen $35.00 86706 Titer: Hepatitis B Surface Antibody (HBsAb) $35.00 86708 Titer: Hepatitis A IgG Antibody (HAAB) $40.00
90707 Vaccine: Measles Mumps Rubella (MMR), may need series of 2 injections
$103.00/injection
90716 Vaccine: Varivax (Varicella or Chickenpox), may need series of 2 injections
$152.00/injection
90715 Vaccine: Tdap $63.00
90658 Vaccine: Influenza (when seasonally available) $20.00 90746 Vaccine: Hepatitis B, may need series of 3 injections $130.00/injection 90632 Vaccine: Hepatitis A, may need series of 2 injections $114.00/injection 90636 Vaccine: Twinrix (Hep B and Hep A combo), series of 3 injections
$191.00/injection
71045 Chest X-Ray, 1 view $55.00
71046 Chest X-Ray, 2 views $75.00
300408 Physician consultation, each 15 minutes $64.00/15 mins PREPLACEMENT EXAM (PP3)
300388 Preplacement Physical Exam $65.00
As Employer Requested:
300415 Respirator Med Clearance/OSHA $35.00
300420 Collection for Drug Screen Preferred Alliance “Quick Test” -OR-
Billed by Preferred
Alliance
300411 Collection for Drug Screen-Preferred Alliance Billed by Preferred Alliance
As Clinically Indicated:
94010 Spirometry $60.00
93000 EKG, resting $50.00
____________________________________________________________________________________ The Permanente Group - Consultant and Professional Services Agreement Page 4 of 11 Exhibit A – Scope of Work
93015 Cardiac Stress Test with Treadmill $230.00
71046 Chest X-Ray, 2 views $75.00
300408 Physician consultation, each 15 minutes $64.00/15 mins PREPLACEMENT EXAM (PP4)
300388 Preplacement Physical Exam $65.00
85025 CBC with automated differential $20.00
80053 Chem Comprehensive Panel $41.00
36415 Venipuncture $15.00
As Employer Requested:
300415 Respirator Med Clearance/OSHA $35.00
300420 Collection for Drug Screen Preferred Alliance “Quick Test” -OR-
Billed by Preferred
Alliance
300411 Collection for Drug Screen-Preferred Alliance Billed by Preferred Alliance
As Clinically Indicated:
94010 Spirometry $60.00
93000 EKG, resting $50.00
93015 Cardiac Stress Test with Treadmill $230.00
71046 Chest X-Ray, 2 views $75.00
300408 Physician consultation, each 15 minutes $64.00/15 mins PREPLACEMENT EXAM (PP5)
300388 Preplacement Physical Exam $65.00
300422 PPD, 2 step, 2 placements and readings
–OR–
$30.00
86480 QuantiFERON $145.00
As Employer Requested:
300420 Collection for Drug Screen Preferred Alliance “Quick Test” -OR-
Billed by Preferred
Alliance
300411 Collection for Drug Screen-Preferred Alliance Billed by Preferred Alliance
As Clinically Indicated:
36415 Venipuncture $15.00
71045 Chest X-Ray, 1 view $55.00
71046 Chest X-Ray, 2 views $75.00
86580 PPD, 1 step, placement and reading $20.00
86382 Titer: Rabies Antibody Testing $43.00
90675 Rabies Vaccine, series of 3 injections $579.00/injection 300408 Physician consultation, each 15 minutes $64.00/15 mins ____________________________________________________________________________________ The Permanente Group - Consultant and Professional Services Agreement Page 5 of 11 Exhibit A – Scope of Work

POLICE/SHERIFF PREPLACEMENT EXAM (POSTPP)
300399 POST Physical Exam $127.00
92552 Audiogram, screening $54.00
94010 Spirometry $60.00
93000 EKG, resting $50.00
93015 Cardiac Stress Test with Treadmill $230.00
86580 PPD, 1 step, placement and reading
–OR–
$20.00
86480 QuantiFERON $145.00
80053 Chem Comprehensive Panel $41.00
85025 CBC with automated differential $20.00
86706 Titer: Hepatitis B Surface Antibody (HBsAb) $35.00 86704 Titer: Hepatitis B Core Antibody (HBcAb) $31.00
86803 Titer: Hepatitis C Antibody Screen $56.00
86708 Titer: Hepatitis A IgG Antibody (HAAb) $40.00
36415 Venipuncture $15.00
As Employer Requested:
300420 Collection for Drug Screen Preferred Alliance “Quick Test” -OR-
Billed by Preferred
Alliance
300411 Collection for Drug Screen-Preferred Alliance Billed by Preferred Alliance
As Clinically Indicated:
90746 Vaccine: Hepatitis B, may need series of 3 injections $130.00/injection 90636 Vaccine: Twinrix (Hep B and Hep A combo), series of 3 injections
$191.00/injection
90707 Vaccine: Measles Mumps Rubella (MMR), may need series of 2 injections
$103.00/injection
90716 Vaccine: Varivax (Varicella or Chickenpox), may need series of 2 injections
$152.00/injection
90715 Vaccine: Tdap $63.00
90658 Vaccine: Influenza (when seasonally available) $20.00 86735 Titer: Mumps Antibody Screen $35.00
86762 Titer: Rubella Antibody Screen (German Measles) $35.00 86765 Titer: Rubeola Antibody Screen (Measles) $35.00
86787 Titer: Varicella (Varicella or Chickenpox) Antibody Screen $35.00 81001 Urinalysis with microscopy $16.00
71045 Chest X-Ray, 1 view $55.00
71046 Chest X-Ray, 2 views $75.00
75571 Cardiac calcium scoring CT scan $265.00
____________________________________________________________________________________ The Permanente Group - Consultant and Professional Services Agreement Page 6 of 11 Exhibit A – Scope of Work
300408 Physician Consultation, each 15 minutes $64.00/15 mins

PUBLIC SAFETY DISPATCHER PREPLACEMENT EXAM (DISPATCH)
300388 Preplacement Physical Exam $65.00
92552 Audiogram, screening $54.00
As Employer Requested:
300420 Collection for Drug Screen Preferred Alliance “Quick Test” -OR-
Billed by Preferred
Alliance
300411 Collection for Drug Screen-Preferred Alliance Billed by Preferred Alliance

FIREFIGHTER PREPLACEMENT EXAM (FFPP)
300398 Firefighter Physical Exam $127.00
92552 Audiogram, screening $54.00
94010 Spirometry $60.00
85025 CBC with automated differential $20.00
80053 Chem Comprehensive Panel $41.00
36415 Venipuncture $15.00
71046 Chest X-Rays (2 views, PA & Lateral) $75.00
86480 QuantiFERON $145.00
93000 EKG, resting $50.00
93015 Cardiac Stress Test with Treadmill $230.00
86706 Titer: Hepatitis B Surface Antibody (HBsAb) $35.00 86704 Titer: Hepatitis B Core Antibody (HBcAb) $31.00
86803 Titer: Hepatitis C Antibody Screen $56.00
86708 Titer: Hepatitis A IgG Antibody (HAAb) $40.00
As Employer Requested:
300420 Collection for Drug Screen-Preferred Alliance “Quick Test” -OR-
Billed by Preferred
Alliance
300411 Collection for Drug Screen-Preferred Alliance Billed by Preferred Alliance
As Clinically Indicated:
90746 Vaccine: Hepatitis B, may need series of 3 injections $130.00/injection 90632 Vaccine: Hepatitis A, may need series of 2 injections $114.00/injection 90636 Vaccine: Twinrix (Hep B and Hep A combo), series of 3 injections
$191.00/injection
90707 Vaccine: Measles Mumps Rubella (MMR), may need series of 2 injections
$103.00/injection
90716 Vaccine: Varivax (Varicella or Chickenpox), may need series of 2 injections
$152.00/injection
90715 Vaccine: Tdap $63.00
90658 Vaccine: Influenza (when seasonally available) $20.00 ____________________________________________________________________________________ The Permanente Group - Consultant and Professional Services Agreement Page 7 of 11 Exhibit A – Scope of Work
86735 Titer: Mumps Antibody Screen $35.00
86762 Titer: Rubella Antibody Screen (German Measles) $35.00 86765 Titer: Rubeola Antibody Screen (Measles) $35.00
86787 Titer: Varicella (Varicella or Chickenpox) Antibody Screen $35.00 81001 Urinalysis with microscopy $16.00
86580 PPD, 1 step, placement and reading $20.00
71045 Chest X-Ray, 1 view $55.00
75571 Cardiac calcium scoring CT scan $265.00
300408 Physician Consultation, each 15 minutes $64.00/15 mins

FIREFIGHTER ANNUAL/PERIODIC EXAM (FFANN)
300398 Firefighter Physical Exam $127.00
92552 Audiogram, screening $54.00
94010 Spirometry $60.00
80053 Chem Comprehensive Panel $41.00
85025 CBC with automated differential $20.00
36415 Venipuncture $15.00
86480 QuantiFERON $145.00
93000 EKG, resting $50.00
93015 Cardiac Stress Test with Treadmill $230.00
As Employer Requested:
300420 Collection for Drug Screen-Preferred Alliance “Quick Test” -OR-
Billed by Preferred
Alliance
300411 Collection for Drug Screen-Preferred Alliance Billed by Preferred Alliance
As Clinically Indicated:
71045 Chest X-Ray, 1 view $55.00
71046 Chest X-Ray, 2 views $75.00
81001 Urinalysis with microscopy $16.00
86706 Titer: Hepatitis B Surface Antibody (HBsAb) $35.00 86708 Titer: Hepatitis A IgG Antibody (HAAb) $40.00
86735 Titer: Mumps Antibody Screen $35.00
86762 Titer: Rubella Antibody Screen (German Measles) $35.00 86765 Titer: Rubeola Antibody Screen (Measles) $35.00
86787 Titer: Varicella (Varicella or Chickenpox) Antibody Screen $35.00 90746 Vaccine: Hepatitis B, may need series of 3 injections $130.00/injection 90632 Vaccine: Hepatitis A, may need series of 2 injections $114.00/injection 90636 Vaccine: Twinrix (Hep B and Hep A combo), series of 3 injections
$191.00/injection
90707 Vaccine: Measles Mumps Rubella (MMR), may need series $103.00/injection ____________________________________________________________________________________ The Permanente Group - Consultant and Professional Services Agreement Page 8 of 11 Exhibit A – Scope of Work
of 2 injections
90716 Vaccine: Varivax (Varicella or Chickenpox), may need series of 2 injections
$152.00/injection
90715 Vaccine: Tdap $63.00
90658 Vaccine: Influenza (when seasonally available) $20.00 75571 Cardiac calcium scoring CT scan $265.00
300408 Physician Consultation, each 15 minutes $64.00/15 mins

RESPIRATOR BASELINE/PERIODIC (RESP)
300415 Review of OSHA Respirator Questionnaire by MD/NP/RN $35.00 As Clinically Indicated:
300391 Respirator Clearance Physical Exam $64.00
94010 Spirometry $60.00
71046 Chest X-Ray (2 views) $75.00
93000 EKG, resting $50.00
93015 Cardiac Stress Test with Treadmill $230.00
300408 Physician Consultation, each 15 minutes $64.00/15 mins

AUDIOGRAM (AUDIO)
92552 Audiogram, screening $54.00
As Clinically Indicated:
300408 Physician Consultation, each 15 minutes $64.00/15 mins LEAD EXPOSURE - BASELINE (LEAD1)
300395 Lead Exposure Exam $106.00
85025 CBC with automated differential $20.00
85008 Blood Smear; microscopic examination without manual differential WBC
$14.00
83655 Blood Lead $30.00
80048* Chem 7 Panel $33.00
84630 ZPP (Zinc) $44.00
81001 Urinalysis Gross & Micro $16.00
36415 Venipuncture $15.00
As Clinically Indicated:
94010 Spirometry $60.00
71046 Chest X-Ray, 2 views $75.00
93000 EKG, resting $50.00
93015 Cardiac Stress Test with Treadmill $230.00
84702 Pregnancy Test $35.00
____________________________________________________________________________________ The Permanente Group - Consultant and Professional Services Agreement Page 9 of 11 Exhibit A – Scope of Work
89230 Semen Analysis $64.00
300408 Physician Consultation, each 15 minutes $64.00/15 mins LEAD EXPOSURE - ANNUAL / PERIODIC (LEAD2)
83655 Blood Lead $30.00
84630 ZPP (Zinc) $44.00
36415 Venipuncture $15.00
As Clinically Indicated:
300395 Lead Exposure Physical Exam $106.00
94010 Spirometry $60.00
71046 Chest X-Ray, 2 views $75.00
93000 EKG, resting $50.00
93015 Cardiac Stress Test with Treadmill $230.00
84702 Pregnancy Test $35.00
89230 Semen Analysis $64.00
300408 Physician Consultation, each 15 minutes $64.00/15 mins

DMV/DOT EXAM (DMV/DOT)
300390 DMV/DOT Physical Exam $115.00
As Clinically Indicated:
92552 Audiogram, screening $54.00

URINE DRUG AND BREATH ALCOHOL TESTING (DRUG)
300411 Collection for Drug Screen-Preferred Alliance
–OR–
Billed by Preferred
Alliance
300420 Collection for Drug Screen-Preferred Alliance “Quick Test” Billed by Preferred Alliance
As Indicated:
82075 Breath Alcohol Testing (BAT) – Preferred Alliance Billed by Preferred Alliance
300421 Breath Alcohol Testing (BAT), Confirmatory – Preferred Alliance
Billed by Preferred
Alliance

VACCINATION ONLY (VAX)
300406 History/Review of Tests/Brief Screen - No Physical Exam $42.00 As Clinically Indicated:
90746 Vaccine: Hepatitis B, may need series of 3 injections $130.00/injection 90632 Vaccine: Hepatitis A, may need series of 2 injections $114.00/injection 90636 Vaccine: Twinrix (Hep B and Hep A combo), series of 3 injections
$191.00/injection
____________________________________________________________________________________ The Permanente Group - Consultant and Professional Services Agreement Page 10 of 11 Exhibit A – Scope of Work
90707 Vaccine: Measles Mumps Rubella (MMR), may need series of 2 injections
$103.00/injection
90716 Vaccine: Varivax (Varicella or Chickenpox), may need series of 2 injections
$152.00/injection
90715 Vaccine: Tdap $63.00
90658 Vaccine: Influenza (when seasonally available) $20.00 90675 Rabies Vaccine, series of 3 injections $579.00/injection

LABORATORY ONLY (LAB)
300406 History/Review of Tests/Brief Screen - No Physical Exam $42.00 36415 Venipuncture $15.00
As Clinically Indicated:
86706 Titer: Hepatitis B Surface Antibody (HBsAb) $35.00 86708 Titer: Hepatitis A IgG Antibody (HAAb) $40.00
86735 Titer: Mumps Antibody Screen $35.00
86762 Titer: Rubella Antibody Screen (German Measles) $35.00 86765 Titer: Rubeola Antibody Screen (Measles) $35.00
86787 Titer: Varicella (Varicella or Chickenpox) Antibody Screen $35.00 86382 Titer: Rabies Antibody Testing $43.00

TB CLEARANCE PPD OR QUANTIFERON (PPD/TB CLEARANCE)
86580 PPD, 1 step, 1 placement and reading
-OR-
$20.00
86480 QuantiFERON $145.00
As Clinically Indicated:
36415 Venipuncture $15.00
71045 Chest X-Ray, 1 view $55.00
71046 Chest X-Ray, 2 views $75.00
99211 Brief encounter with non-MD Provider (PPD-Review of Symptoms Form)
$25.00
____________________________________________________________________________________ The Permanente Group - Consultant and Professional Services Agreement Page 11 of 11 Exhibit A – Scope of Work
____________________________________________________________________________________ The Permanente Group - Consultant and Professional Services Agreement) Page 1 of 3 Exhibit B – Compensation
Approved as to form:

By: for
Veronica Nebb, City Attorney

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified in Attachment 1 of Exhibit A, for those services set forth in Attachment 1 of Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed amount of three hundred thousand dollars and zero cents, $300,000.00.

City shall monitor the total amount of payments owed to Consultant and shall immediately notify Consultant when the maximum payment amount permitted under this Agreement is reached. Notwithstanding anything to the contrary in this Agreement, City shall be liable for and pay Consultant for any services provided by Consultant before City notified Consultant of the reaching of the maximum payment amount permitted under this Agreement.

City agrees 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:

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. ____________________________________________________________________________________ The Permanente Group - Consultant and Professional Services Agreement) Page 2 of 3 Exhibit B – Compensation

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

4. Payments to Consultant.

A. Payments to Consultant shall be made within thirty days after receipt of Consultant’s invoice. 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 Guarantor Number (if issued)

5. Amount of this Invoice

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. Request for payment shall be sent to:

Cathy Nubla
Administrative Analyst II
Human Resources
555 Santa Clara Street
Vallejo, CA 94590
[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 ____________________________________________________________________________________ The Permanente Group - Consultant and Professional Services Agreement) Page 3 of 3 Exhibit B – Compensation
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 Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

Jul 20, 2021 1:31 PM, 837725994
Contract and Routing Form

Date Originated:

Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Human Resources Department,
Staff Contact: Dale Miller, [email protected] Contract Type: Professional Services Agreement
Vendor: Kaiser Vendor Number:2231

Contract Not to Exceed Amount: 95000.00
Contract Start Date: May 01, 2021 End Date: Jun 30, 2023 Option to Extend: one year
Authority to Contract: City Manager

Attachments are uploaded for review here: https://bit.ly/vContracts

Approved Pre-Requisition Form

Insurance
I have uploaded additional files.No
DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E Contract and Routing Form
Signature Page
Department Initial Date Comment
Originating Department/Division

Risk Manager
Finance Director
City Attorney's Office
City Manager's Office
City Clerk

Return executed contract to: Dale Miller
DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E 7/21/2021
7/22/2021
7/22/2021
7/22/2021
7/22/2021
7/22/2021

The Permanente Group - Consultant and Professional Services Agreement (Revised 5.2021)Page 1 of 9

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT

This Consultant and Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 1st day of May, 2021, by and between the City of Vallejo, a municipal corporation ("City"), and the Permanente Group, INC, 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 City professional services as specified in Exhibit A, entitled “Scope of Work.”

2. Payment. C ity shall pay Consultant for services rendered pursuant to this A greement 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. C onsultant 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, reasonable attorney’s fees, reasonable consultant’s fees, reasonable expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with negligent acts or willful misconduct of Consultant in connection with this Agreement, with the exception of: (1) liabilities due to the sole negligence or willful misconduct of the City , and (2) any liability arising as a result of an employment -related dispute (including but not limited to a lawsuit by an employee of City for employment discrimination based on results of Consultant’s services, a lawsuit by an employ ee of City alleging breach of an employment statute or regulation, etc.).

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 f or Consultant.” Failure to maintain required insurance at all times shall constitute a default and material breach. Notwithstanding any other provision of this Agreement, including but not limited to those contained in this section and Exhibit C, Consultant, in lieu of any insurance requirements contained herein, may fulfill such insurance obligations through its alternative risk management programs, including self -insurance, and City consents to such self - insurance and agrees that, in such case, Consultant cannot provide endorsements or report deductibles, or self -insured retentions, or other requirements that are inconsistent with a program of self-insurance. City also agrees that Consultant ’s fulfillment of the insurance requirements through alternate risk management programs shall not constitute a material breach of this Agreement.

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.

DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E

The Permanente Group - Consultant and Professional Services Agreement (Revised 5.2021)Page 2 of 9

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, 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 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 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 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.

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The Permanente Group - Consultant and Professional Services Agreement (Revised 5.2021)Page 3 of 9

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.

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 A greement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

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

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

The payment made to Consultant pursuant to and in accordance with this Agreement shall be the full and complete compensation to w hich 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 aut horized under this Agreement or as C ity may authorize DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E

The Permanente Group - Consultant and Professional Services Agreement (Revised 5.2021)Page 4 of 9 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 A greement, to bind C ity to any obligation whatsoever.

16. Term. The term of this Agreement shall co mmence on May 1, 2021 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 one year, by written notice to Consultant , conditioned upon and subject to City and Consultant reaching agreement on the pricing for the services for each extension period. 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 services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

17. Termination or Abandonment by C ity. 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 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 accordi ng 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 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. Notwithstanding the foregoing, this section shall not apply to medical records and any medical record created or modified by Consultant in connection with its provision of services hereunder shall not be considered work product prepared or obtained by Consultant in the performance of this Agreement. Consultant shall retain all rights and titl e to such DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E

The Permanente Group - Consultant and Professional Services Agreement (Revised 5.2021)Page 5 of 9 medical records.

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.

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

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

21. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties.

Nothing in this section is intended to affect the limitation on assignment.

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, w ithout 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 orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E

The Permanente Group - Consultant and Professional Services Agreement (Revised 5.2021)Page 6 of 9 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 A greement 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: Stephanie Sifuentes
Human Resources Program Manager
Human Resources
555 Santa Clara Street
Vallejo, CA 94590
(707) 648-8606
[email protected]

If to Consultant: Attn: Sales Manager
Kaiser Permanente
Occupational Health Sales & Account Management
1800 Harrison Street, 9th Floor
Oakland, CA 94612

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 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.

The Permanente Group - Consultant and Professional Services Agreement (Revised 5.2021)Page 7 of 9 or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

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

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

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

30. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

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

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

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

A violation by Consultant of this section shall be a material violation of this A greement 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.

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The Permanente Group - Consultant and Professional Services Agreement (Revised 5.2021)Page 8 of 9

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 party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.

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

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

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments

[SIGNATURES ON FOLLOWING PAGE]

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The Permanente Group - Consultant and Professional Services Agreement (Revised 5.2021)Page 9 of 9

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

The Permanente Group
INC

By:

Lavanya Kailar
Medical Director

DATE:

Vallejo Business License No.

(City Seal)

CITY OF VALLEJO,
a municipal corporation

By:

Anne Cardwell
City Manager (Acting)

DATE:

ATTEST:

By:

Dawn Abrahamson
City Clerk

APPROVED AS TO CONTENT:

Mark Love
Human Resources Director (Interim)

APPROVED AS TO FORM:

Veronica A.F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager
DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E 7/21/2021
7/22/2021

The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) Page 1 of 9
Exhibit A – Scope of Work

EXHIBIT A

SCOPE OF WORK

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

Stephanie Sifuentes
Human Resources Program Manager
Human Resources
555 Santa Clara Street
Vallejo, CA 94590
(707) 648-8606
[email protected]

The Consultant’s Representative for this Agreement is:

Christopher Barranti
Account Manager
Kaiser Permanente
Occupational Health Sales and Account Management
1800 Harrison Street, 9th Floor
Oakland, CA 94612
[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 June 30, 2023.

The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) Page 2 of 9
Exhibit A – Scope of Work
to Consultant and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

Key personnel are as follows: [INSERT LIST OF EMPLOYEE NAMES]

Stephanie Sifuentes Email: [email protected]

April Adams Email: [email protected] Alex Cruz Email: [email protected]

City of Vallejo
Attachment 1 of Exhibit A
Fee Schedule

OCCUPATIONAL HEALTH AND SAFETY SERVICES TO BE PROVIDED TO CITY OF

VALLEJO

Services will be provided to CITY OF VALLEJO as follows:

PREPLACEMENT EXAM (PP1)
300388 Preplacement Physical Exam $65.00
As Employer Requested:
86580 PPD, 1 step, placement and reading $20.00
300420 Collection for Drug Screen Preferred Alliance “Quick Test” -OR-
Billed by Preferred
Alliance
300411 Collection for Drug Screen-Preferred Alliance

Billed by Preferred
Alliance
As Clinically Indicated:
71045 Chest X-Ray, 1 view $55.00
71046 Chest X-Ray, 2 views $75.00
PREPLACEMENT EXAM (PP2)
300388 Preplacement Physical Exam $65.00
300422 PPD, 2 step, 2 placements and readings $30.00
As Employer Requested:
300415 Respirator Med Clearance/OSHA $35.00
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The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) Page 3 of 9
Exhibit A – Scope of Work
300420 Collection for Drug Screen Preferred Alliance “Quick Test” -OR-
Billed by Preferred
Alliance
300411 Collection for Drug Screen-Preferred Alliance

Billed by Preferred
Alliance
As Clinically Indicated:
86580 PPD, 1 step, placement and reading $20.00
94010 Spirometry $60.00
93000 EKG, resting $50.00
93015 Cardiac Stress Test with Treadmill $230.00
36415 Venipuncture $15.00
86735 Titer: Mumps Antibody Screen $35.00
86762 Titer: Rubella Antibody Screen (German Measles) $35.00 86765 Titer: Rubeola Antibody Screen (Measles) $35.00
86787 Titer: Varicella (Varicella or Chickenpox) Antibody Screen $35.00 86706 Titer: Hepatitis B Surface Antibody (HBsAb) $35.00 86708 Titer: Hepatitis A IgG Antibody (HAAB) $40.00
90707 Vaccine: Measles Mumps Rubella (MMR), may need series of 2 injections
$103.00/injection
90716 Vaccine: Varivax (Varicella or Chickenpox), may need series of 2 injections
$152.00/injection
90715 Vaccine: Tdap
–OR–
$63.00
90714 Vaccine: Td $34.00
90658 Vaccine: Influenza (when seasonally available) $20.00 90746 Vaccine: Hepatitis B, may need series of 3 injections $130.00/injection 90632 Vaccine: Hepatitis A, may need series of 2 injections $114.00/injection 90636 Vaccine: Twinrix (Hep B and Hep A combo), series of 3 injections
$191.00/injection
71045 Chest X-Ray, 1 view $55.00
71046 Chest X-Ray, 2 views $75.00
300408 Physician consultation, each 15 minutes $64.00/15 mins PREPLACEMENT EXAM (PP3)
300388 Preplacement Physical Exam $65.00
As Employer Requested:
300415 Respirator Med Clearance/OSHA $35.00
300420 Collection for Drug Screen Preferred Alliance “Quick Test” -OR-
Billed by Preferred
Alliance
300411 Collection for Drug Screen-Preferred Alliance

Billed by Preferred
Alliance
As Clinically Indicated:

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The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) Page 4 of 9
Exhibit A – Scope of Work
94010 Spirometry $60.00
93000 EKG, resting $50.00
93015 Cardiac Stress Test with Treadmill $230.00
71046 Chest X-Ray, 2 views $75.00
300408 Physician consultation, each 15 minutes $64.00/15 mins PREPLACEMENT EXAM (PP4)
300388 Preplacement Physical Exam $65.00
85025 CBC with automated differential $20.00
80053 Chem Comprehensive Panel $41.00
36415 Venipuncture $15.00
As Employer Requested:
300415 Respirator Med Clearance/OSHA $35.00
300420 Collection for Drug Screen Preferred Alliance “Quick Test” -OR-
Billed by Preferred
Alliance
300411 Collection for Drug Screen-Preferred Alliance Billed by Preferred Alliance
As Clinically Indicated:
94010 Spirometry $60.00
93000 EKG, resting $50.00
93015 Cardiac Stress Test with Treadmill $230.00
71046 Chest X-Ray, 2 views $75.00
300408 Physician consultation, each 15 minutes $64.00/15 mins PREPLACEMENT EXAM (PP5)
300388 Preplacement Physical Exam $65.00
300422 PPD, 2 step, 2 placements and readings $30.00
As Employer Requested:
300420 Collection for Drug Screen Preferred Alliance “Quick Test” -OR-
Billed by Preferred
Alliance
300411 Collection for Drug Screen-Preferred Alliance Billed by Preferred Alliance
As Clinically Indicated:
36415 Venipuncture $15.00
71045 Chest X-Ray, 1 view $55.00
71046 Chest X-Ray, 2 views $75.00
86580 PPD, 1 step, placement and reading $20.00
86382 Titer: Rabies Antibody Testing $43.00
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The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) Page 5 of 9
Exhibit A – Scope of Work
90675 Rabies Vaccine, series of 3 injections $579.00/injection 300408 Physician consultation, each 15 minutes $64.00/15 mins

Billed by Preferred
Alliance
As Clinically Indicated:
90746 Vaccine: Hepatitis B, may need series of 3 injections $130.00/injection 90636 Vaccine: Twinrix (Hep B and Hep A combo), series of 3 injections
$191.00/injection
90707 Vaccine: Measles Mumps Rubella (MMR), may need series of 2 injections
$103.00/injection
90716 Vaccine: Varivax (Varicella or Chickenpox), may need series of 2 injections
$152.00/injection
90715 Vaccine: Tdap
–OR–
$63.00
90714 Vaccine: Td $34.00
90658 Vaccine: Influenza (when seasonally available) $20.00 86735 Titer: Mumps Antibody Screen $35.00
86762 Titer: Rubella Antibody Screen (German Measles) $35.00 86765 Titer: Rubeola Antibody Screen (Measles) $35.00
86787 Titer: Varicella (Varicella or Chickenpox) Antibody Screen $35.00 36415 Venipuncture $15.00
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The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) Page 6 of 9
Exhibit A – Scope of Work
81001 Urinalysis with microscopy $16.00
71045 Chest X-Ray, 1 view $55.00
71046 Chest X-Ray, 2 views $75.00
75571 Cardiac calcium scoring CT scan $265.00
300408 Physician Consultation, each 15 minutes $64.00/15 mins

Billed by Preferred
Alliance

Billed by Preferred
Alliance
As Clinically Indicated:
90746 Vaccine: Hepatitis B, may need series of 3 injections $130.00/injection 90632 Vaccine: Hepatitis A, may need series of 2 injections $114.00/injection 90636 Vaccine: Twinrix (Hep B and Hep A combo), series of 3 $191.00/injection DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E

The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) Page 7 of 9
Exhibit A – Scope of Work
injections
90707 Vaccine: Measles Mumps Rubella (MMR), may need series of 2 injections
$103.00/injection
90716 Vaccine: Varivax (Varicella or Chickenpox), may need series of 2 injections
$152.00/injection
90715 Vaccine: Tdap
–OR–
$63.00
90714 Vaccine: Td $34.00
90658 Vaccine: Influenza (when seasonally available) $20.00 86735 Titer: Mumps Antibody Screen $35.00
86762 Titer: Rubella Antibody Screen (German Measles) $35.00 86765 Titer: Rubeola Antibody Screen (Measles) $35.00
86787 Titer: Varicella (Varicella or Chickenpox) Antibody Screen $35.00 81001 Urinalysis with microscopy $16.00
86580 PPD, 1 step, placement and reading $20.00
71045 Chest X-Ray, 1 view $55.00
300408 Physician Consultation, each 15 minutes $64.00/15 mins

Billed by Preferred
Alliance
As Clinically Indicated:
71045 Chest X-Ray, 1 view $55.00
71046 Chest X-Ray, 2 views $75.00
81001 Urinalysis with microscopy $16.00
86706 Titer: Hepatitis B Surface Antibody (HBsAb) $35.00 86708 Titer: Hepatitis A IgG Antibody (HAAb) $40.00
86735 Titer: Mumps Antibody Screen $35.00
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The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) Page 8 of 9
Exhibit A – Scope of Work
86762 Titer: Rubella Antibody Screen (German Measles) $35.00 86765 Titer: Rubeola Antibody Screen (Measles) $35.00
86787 Titer: Varicella (Varicella or Chickenpox) Antibody Screen $35.00 90746 Vaccine: Hepatitis B, may need series of 3 injections $130.00/injection 90632 Vaccine: Hepatitis A, may need series of 2 injections $114.00/injection 90636 Vaccine: Twinrix (Hep B and Hep A combo), series of 3 injections
$191.00/injection
90707 Vaccine: Measles Mumps Rubella (MMR), may need series of 2 injections
$103.00/injection
90716 Vaccine: Varivax (Varicella or Chickenpox), may need series of 2 injections
$152.00/injection
90715 Vaccine: Tdap
–OR–
$63.00
90714 Vaccine: Td $34.00
90658 Vaccine: Influenza (when seasonally available) $20.00 300408 Physician Consultation, each 15 minutes $64.00/15 mins

DMV/DOT EXAM (DMV/DOT)
300390 DMV/DOT Physical Exam $115.00

The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) Page 9 of 9
Exhibit A – Scope of Work

TB CLEARANCE PPD OR QUANTIFERON (PPD/TB CLEARANCE)
86480 QuantiFERON
–OR–
$145.00
86580 PPD, 1 step, 1 placement and reading $20.00
As Clinically Indicated:
36415 Venipuncture $15.00
71045 Chest X-Ray, 1 view $55.00
71046 Chest X-Ray, 2 views $75.00
99211 Brief encounter with non-MD Provider (PPD-Review of Symptoms Form)
$25.00

VACCINATION ONLY (VAX)
300406 History/Review of Tests/Brief Screen - No Physical Exam $42.00 As Clinically Indicated:
90746 Vaccine: Hepatitis B, may need series of 3 injections $130.00/injection 90632 Vaccine: Hepatitis A, may need series of 2 injections $114.00/injection 90636 Vaccine: Twinrix (Hep B and Hep A combo), series of 3 injections
$191.00/injection
90707 Vaccine: Measles Mumps Rubella (MMR), may need series of 2 injections
$103.00/injection
90716 Vaccine: Varivax (Varicella or Chickenpox), may need series of 2 injections
$152.00/injection
90715 Vaccine: Tdap
–OR–
$63.00
90714 Vaccine: Td $34.00
90658 Vaccine: Influenza (when seasonally available) $20.00

DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E

The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) 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 A greement and for all authorized reimbursable expenses, for a total not to exceed ninety five thousand dollars and zero cents, $95,000.00.

City agrees 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 A greement 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 , DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E

The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) Page 2 of 3
Exhibit B - Compensation
attached hereto and incorporated herein by this reference.

4. Payments to Consultant.

A. Payments to Consultant shall be made within thirty days after receipt of the invoice. - 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 Guarantor Number (if issued)

5. 6. Amount of this Invoice -

7. 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. 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:

Dale Miller
Admin Analyst II
Human Resources
555 Santa Clara Street
Vallejo CA 94590
[email protected]

The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) Page 3 of 3
Exhibit B - Compensation
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 Ident ification 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: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E

The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) 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. Notwithstanding any other provision of this Agreement, including but not limited to those contained in this Exhibit C, Consultant, in lieu of any insurance requirements contained herein, may fulfill such insurance obligations through its alternative risk management programs, including self-insurance, and City consents to such self-insurance and agrees that, in such case, Consultant cannot provide endorsements or report deductibles, or self - insured retentions, or other requirements that are inconsistent with a program of self-insurance.

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

A. Insurance Services Office form number GL 0002 covering Commercial 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 ins urance 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.

DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E

The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) Page 2 of 3
Exhibit C – Insurance Requirements
B. 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.

C. Professional Liability (Errors and Omission): $1,000,000 combined single limit per occurrence, and annual aggregate.

3. Other Insurance Provisions. The general 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 repor ting 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 (unless replaced with equivalent coverage) , 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.

DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E

The Permanente Group - Consultant and Professional Services Agreement (Revised

5.2021) Page 3 of 3
Exhibit C – Insurance Requirements

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

5. 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.

6. 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.

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

DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE 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):FAXE-MAILADDRESS: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 onthis 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. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)(Ea accident)$
$
N / A

SUBRWVDADDLINSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE 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 DAMAGEBODILY INJURY (Per accident)BODILY INJURY (Per person)COMBINED SINGLE LIMIT

AUTOS ONLYAUTOSAUTOS ONLYNON-OWNEDSCHEDULEDOWNEDANY AUTOAUTOMOBILE LIABILITY Y / NWORKERS COMPENSATIONAND EMPLOYERS' LIABILITYOFFICER/MEMBER EXCLUDED?(Mandatory in NH)DESCRIPTION OF OPERATIONS belowIf yes, describe underANY PROPRIETOR/PARTNER/EXECUTIVE$$$E.L. DISEASE - POLICY LIMITE.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENTEROTH-STATUTEPER

LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIABUMBRELLA LIAB $EACH OCCURRENCE$AGGREGATE$OCCURCLAIMS-MADEDEDRETENTION$ $PRODUCTS - COMP/OP AGG$GENERAL AGGREGATE$PERSONAL & ADV INJURY$MED EXP (Any one person)$EACH OCCURRENCEDAMAGE TO RENTED$PREMISES (Ea occurrence)COMMERCIAL GENERAL LIABILITYCLAIMS-MADEOCCURGEN'L AGGREGATE LIMIT APPLIES PER:POLICYPRO-JECTLOC

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)

CANCELLATION

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

HIREDAUTOS ONLY
CA
5,000,000
GL4048017
Myrna Lee
SEA-003623041-06
5,000,000
S.I.R. $5,000,000
X
of Marsh Risk & Insurance Services
SAN FRANCISCO, CA 94111
N
X
01/01/2021
3 01/01/2022
A
CA6675880
A
5,000,000
5,000,000
5,000,000
X
X
07/19/2021
01/01/2021
REQUEST #RC006464

X
Vallejo, CA 94590
City of Vallejo
2021
Evidence of Insurance.

A
CN101483686-NCAL-CAS-21-22
10,000
01/01/2022
4,000,000
$5,000,000 SIR
5,000,000
15105
5,000,000
GLALW
5,000,000
SP4064350
FOUR EMBARCADERO CENTER, SUITE 1100

MARSH RISK & INSURANCE SERVICES
CALIFORNIA LICENSE NO. 0437153

KAISER FOUNDATION HOSPITALS
KAISER FOUNDATION HEALTH PLAN, INC.

OAKLAND, CA 94612
ONE KAISER PLAZA, 25B
01/01/2021
555 Santa Clara Street
005464
A
01/01/2022
Safety National Casualty Corp.

DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E Jul 20, 2021 9:20 AM, 837615596
Pre-Requisition Form

Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Human Resources Department,
Staff Contact: Dale Miller, [email protected] Vendor: Kaiser Permanente Vendor Number 2231
Term: Purchase this FY
Anticipated Purchase Date: Jun 30, 2021

Anticipated Contract Type: Master Consultant and Professional Services Agreement Purchasing Authority: City Manager
Total Projected Expenditure: 95000.00
Anticipated Account Number 001-1801-416-06-33
Multiple Project Numbers? Multiple Account Numbers? No, just one

Description of Proposed Purchase:

Employment screenings
I have reviewed the city-wide contracts, expenditure and encumbrance reports to comply with the VMC.

It is existing vendor but total City-wide expenses are not anticipated to hit the cap of $100,000 in a single FY.

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

Exemption Explanation:

Sole Source
Explanation for Vendor Selection:

Sole source

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

WarrantyNo

DocuSign Envelope ID: 5B5585BC-6EBD-4C84-999D-8B68C8E64CB5 DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E Pre-Requisition Signature Section

Department Comment

Delegated Signee: Mark Love
Title: HR Director
E-mail: [email protected]

_ _ Signature Date

Originating Department to retain and upload signed Pre-Requisition Form during contract routing and review.

Originating Department to retain and upload signed Pre- Requisition Form during contract routing and review.

DocuSign Envelope ID: 5B5585BC-6EBD-4C84-999D-8B68C8E64CB5 7/20/2021
DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E KPCRMEOCNC 21 (2020 12 22)

EVIDENCE OF COVERAGE

ISSUE DATE (MM/DD/YY)
July 22, 2021

SPONSOR

Kaiser Foundation Health Plan, Inc.

Attention: Corporate Risk Management
One Kaiser Plaza, 25B
Oakland, CA 94612

Telephone: 510-271-2617
Email: [email protected]

CODE PPL SUB-CODE PL
_________________________________________________________

COVERED ENTITIES

Kaiser Foundation Health Plan, Inc.

Kaiser Foundation Hospitals

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

DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE ARRANGEMENTS SET FORTH BELOW.
___________________________________________________________________

COVERAGE AFFORDED
_______________________________________________

LETTER A

Self-insured

COVERAGES

CO
LTR

TYPE OF COVERAGE DESCRIPTION EFFECTIVE DATE
(MM/DD/YY)

EXPIRATION

DATE (MM/DD/YY)
LIMITS

Hospital/Physician/Professional Liability

Self-Insured

01/01/21

01/01/22

Each Occurrence: $5,000,000
Annual Aggregate: None

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS

This certificate provides evidence of professional liability coverage for the above-named entities in accordance with a written contract or agreement.

[RC005464]

CERTIFICATE HOLDER

City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590

CANCELLATION

NOT APPLICABLE
___________________________________________________________________

AUTHORIZED REPRESENTATIVE

Janice Murphy

DocuSign Envelope ID: 27CBE9BF-D8EB-4B09-8A9A-0448B05A2C7E CONSENT CALENDAR 8.G.

DATE: June 13, 2023
TO: Mayor and Members of the City Council
FROM: Melissa Tigbao, PE, Public Works Director
SUBJECT: ADOPT A RESOLUTION APPROVING A CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH FOTH & VAN DYKE AND ASSOCIATES, INC. IN THE AMOUNT OF $155,822 FOR MARINA SEDIMENTATION ANALYSIS

RECOMMENDATION
Adopt a resolution approving a Consultant and Professional Services agreement with Foth & Van Dyke and Associates, Inc. in the amount of $155,822 for Marina sedimentation analysis.

REASONS FOR RECOMMENDATION
The Vallejo Marina is experiencing excessive sedimentation in the harbor and is suffering severe and accelerated shoaling. A study is desired to understand the shoaling, analyze the sedimentation and see what options are available to reorganize marina dock and access point layouts that would result in a reduction of sedimentation.

BACKGROUND AND DISCUSSION
The Vallejo Municipal Marina (Marina) has been experiencing excessive accumulation of sedimentation in the harbor. The existing breakwater wall surrounding the Marina has failed in many areas, and the Marina is suffering severe and accelerated shoaling. As part of a planning effort to regenerate the Marina, a study is desired to understand shoaling patterns, explore sedimentation issues, and determine if alterations to dock configuration, the breakwater wall and/or marina access locations might reduce the shoaling problem.

Quotes to have this study conducted were solicited by F3 Marina, the City’s Marina operator, in August of 2022. The firms solicited for quotes were Edgewater Resources, Foth & Van Dyke and Associates, Moffat and Nichol, and Hadley Aldrich. Foth & Van Dyke and Associates have been chosen to complete the sedimentation analysis and breakwater wall configuration alternatives project based on the knowledge and experience they have and the work they have completed both for the City and WETA (Water Emergency Transportation Authority). It provides institutional knowledge of the Vallejo Marina, as it has completed projects at the Marina in the past.

Foth & Van Dyke will complete three tasks: data collection, numerical modeling and engineering analysis for the proposed price of $155,822. Throughout the development of this project, additional items may be necessary for the completion of the project. If those items are required, they would be considered extra services and additional compensation would be warranted. Such additional services and compensation would be made through an amendment to the agreement.

Staff recommends the City Council approve a Consultant and Professional Services Agreement with Foth & Van Dyke and Associates in the amount of $155,822 for the proposed work.

FISCAL IMPACT

Date: June 13, 2023
Subject: ADOPT A RESOLUTION APPROVING A CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH FOTH & VAN DYKE AND ASSOCIATES, INC. IN THE AMOUNT OF $155,822 FOR MARINA SEDIMENTATION ANALYSIS

Page 2 ends

Vallejo City CouncilJune 13, 2023

Vallejo City Council
June 13, 2023