Vallejo City Council
June 27, 2023

There is no impact on the general fund associated with this item. A match will not be required due to the City's status as a disadvantaged community.

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

ATTACHMENTS

1. USDA Forest Service Urban Community Forestry NOFO

2. Community Forestry Grant Reso CAO Stamp

CONTACT
Gillian Hayes, Assistant City Manager (707) 648-4576
[email protected]

04.12.2023

1 USDA Forest Service Urban & Community Forestry
Inflation Reduction Act
Notice of Funding Opportunity (NOFO)

SUMMARY INFORMATION
Federal Awarding Agency Name: U.S. Department of Agriculture – Forest Service (FS) Urban and Community Forestry Program.

Notice of Funding Opportunity Title: Inflation Reduction Act – Urban and Community Forestry Notice of Funding Opportunity Number: USDA-FS-2023-UCF-IRA-01 Grants.gov https://www.grants.gov/web/grants/home.html
Assistance Listing: This program is listed in the Assistance Listings on Sam.gov under 10.727 Inflation Reduction Act – Urban & Community Forestry
SAM.gov Registration: All applicants must have an active registration at sam.gov and maintain active registration throughout the life of the award. This is the government-wide web-based system that supports all contracts, grants, and the electronic payment system. This requirement for registration may be found at 2 CFR 25.200.

Notice of Funding Opportunity Summary
Inflation Reduction Action of 2022, Public Law No: 117-169. Subtitle D, Sec. 23003 (a). State and Private Forestry Conservation Programs, (2) Urban and Community Forestry (2022-2031) to provide multiyear, programmatic, competitive grants for tree planting and related activities, with a priority for projects that benefit underserved populations and areas through the Urban and Community Forestry Assistance program established under section 9(c) of the Cooperative Forestry Assistance Act Of 1978 (16U.S.C.2105(c))
Key Dates
Applicant materials can be found by searching for this funding opportunity through Grants.gov. Search for grant Opportunity Number USDA-FS-2023-UCF-IRA 01. Applications will be submitted through the UCF Online Grant Portal All application materials must be received by 11:59 pm Eastern Time on June 1, 2023.

For inquiries specific to the content of the NOFO requirements, contact the following shared inbox:

[email protected]). Please limit questions to those regarding specific information contained in

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2 this NOFO (such as dates, page numbers, clarification of discrepancies, etc.). Questions related to eligibility, or the merits of a specific proposal will not be addressed.

Information on available pre-award webinars and other supporting information for this funding opportunity will be posted at: https://www.fs.usda.gov/managing-land/urban-forests/ucf Contents
SUMMARY INFORMATION ............................................................................................................................ 1 PROGRAM DESCRIPTION............................................................................................................................... 2 Legislative Authority and Funding Priorities ............................................................................................. 2 FEDERAL AWARD INFORMATION ................................................................................................................. 3 Available Funding ...................................................................................................................................... 3 Eligibility Information ................................................................................................................................ 3 Pass-Through Funding (Sub-Awards) ........................................................................................................ 7 APPLICATION, SUBMISSION, AND REPORTING REQUIREMENTS .................................................................. 8 Electronic Application Package ................................................................................................................. 8 Content and Form of Application Submission .......................................................................................... 8 PROPOSAL EVALUATION ............................................................................................................................ 11 REPORTING REQUIREMENTS ...................................................................................................................... 12 APPLICATION SUBMITTAL ........................................................................................................................... 12 CONTACT FOR FURTHER INFORMATION .................................................................................................... 12

PROGRAM DESCRIPTION
Legislative Authority and Funding Priorities
Subtitle D, Sec. 23003 (a). State and Private Forestry Conservation Programs - Appropriations:
$1,500,000,000 to provide multiyear, programmatic, competitive grants to a State agency, a local governmental entity, an agency or governmental entity of the District of Columbia, an agency or governmental entity of an insular area (as defined in section 1404 of the National Agricultural Research, Extension, and Teaching Policy Act of 1977 (7 U.S.C. 3103)), an Indian Tribe, or a nonprofit organization.

Urban and Community Forestry (UCF) is a covered program under the Agency’s Justice40 Initiative established through Executive Order 13985. To advance the mission of Justice40, proposals that deliver 40% of the benefits of IRA investments through established partnerships with local organizations working to support disadvantaged communities experiencing low tree canopy and environmental justice will receive priority consideration.

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3 USDA is a partner on the Interagency Memorandum of Understanding (MOU) on Promoting Equitable Access to Nature in Nature-Deprived Communities, which seeks to reduce the number of people without access to parks and nature in their communities. The America the Beautiful Initiative supports the prioritization of locally led conservation and park projects in communities that disproportionately lack access to nature and its benefits.

FEDERAL AWARD INFORMATION
Available Funding
A. Estimated Funding
The USDA Forest Service may provide up to $1 Billion for Urban and Community Forestry investments through this opportunity (based on availability of funding, the quality of applications received, agency priorities, and other applicable considerations).

B. Performance Period
All funding agreements will be for a period of 5 years. All activities and expenses must be completed within 5 years of award. Funding agreements will not be extended beyond 5years.

Note: Recipients will be expected to implement and demonstrate measurable progress within 12 months of award.

C. Amount of Awards
The USDA Forest Service welcomes proposals spanning a broad range of costs from eligible entities working at a community, regional and national scale. The minimum Federal funding amount for projects is $100,000. The maximum Federal funding limit is $50,000,000.

D. Additional Funding
FS may at its discretion, increase the total level of funding available in this funding round or in any category in this funding round from any available source provided the awards meet the requirements of the statute which made the funding available to the agency.

Eligibility Information
Projects must conform to laws and authorities in the Cooperative Forestry Assistance Act (Section 9. [16 U.S.C. 2105] Urban and Community Forestry Assistance.

Costs must conform to 2 CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

A. Who Can Apply
Entities eligible to apply for funding under this NOFO include:
• State government entity
• Local government entity
• Agency or governmental entity of the District of Columbia

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4 • Agency or governmental entity of an insular area (as defined in section 1404 of the National Agricultural Research, Extension, and Teaching Policy Act of 1977 (7 U.S.C. 3103)
• Federally Recognized Tribes, Alaska Native Corporations/villages, and Tribal organizations as defined in 25 USC 5304 (l) and operating within the United States, or its territories
• Non-profit organizations
• Public and State-controlled institutions of high er education • Community Based Organization
Applicants that include contributing partners must clearly describe the relationship between the applicant and the “partner(s).” Partner organizations from disadvantaged communities must be full partners in the project. A letter of commitment is required to be submitted by each contributing partner.

B. Eligible Lands
Eligible applicants may apply for funding for a project to be conducted on non-Federal lands such as:
• State and local government,
• Homeowner associations,
• Private lands, and
• Tribal/Alaska native corporation (includes Trust lands).

Lands owned or administered by the federal government are not eligible for this funding opportunity except for lands held in trust for Native American Tribes and individuals (hereinafter Trust lands).

C. Eligible Uses of Funding

1. Examples of eligible activities include projects that:
a. Foster individuals, groups, and organizations in the communities served to become engaged participants in urban forest planning, planting, and management, especially those in disadvantaged communities that do not have adequate resources to install or maintain green infrastructure or are underrepresented.
b. Protect, enhance, and expand equitable urban tree canopy cover to maximize community access to human health, social, ecological, and economic benefits particularly in disadvantaged and nature-deprived communities experiencing low tree canopy cover, extreme heat and frequent flooding. Improve and increase access to parks and nature in communities.
c. Encourage long-term urban forest planning, assessment, and management. d. Encourage proactive and systematic maintenance and monitoring of urban trees and forested natural areas to improve forest health; assess risk to forests from pests, disease, and adverse climate impacts; and formulate adaptive management strategies to improve forest resilience.

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5 e. Advance the use of tree and forest inventories, monitoring, and assessment tools in priority areas, including monitoring and measurement of extreme heat. f. Improve preparation for severe storms and the recovery of damaged or deteriorated landscapes to more healthy and resilient conditions.
g. Protect, enhance and increase access to watersheds in urban and developing areas with a focus on conserving and managing forest patches, and green stormwater infrastructure.
h. Provide paid training experiences for urban forestry crews to establish and maintain urban forests into the future. Support youth employment opportunities, including workforce development and training for the creation and maintenance of green jobs and economic opportunities for planning, planting, and sustainably maintaining trees and forests, including training and retaining urban arborists, and producing and using urban forest products.
i. Develop paid on-the-job training opportunities, including pre-apprenticeships and apprenticeships, to expand workforce development pathways for green careers in urban and community forestry.
j. Address exotic invasive pest species that adversely impact urban forests. k. Work across jurisdictional boundaries, leveraging ideas and resources to increase capacity to provide equitable access to benefits across the larger landscape and at a greater geographic scale.
l. Aid in planning, goal setting, and skill sharing with other professions such as urban planners, engineers, educators, recreational and public health officials.

2. Examples of project activities that are NOT eligible for funding under Urban and Community Forestry Authorities include:
a. Research: Basic research as defined in 2CFR 422.1, “Systematic study directed toward fuller knowledge or understanding of the fundamental aspects of phenomena and of observable facts without specific applications towards processes or products in mind.” Note: Technical transfer, education, and outreach activities associated with applying research can be included in the application.).
b. Construction and capital improvements. Examples of construction include facilities, infrastructure, roads, new buildings, culverts, and boardwalks. c. Land acquisition (conservation easement and fee simple) projects. d. Cost-share, reimbursement, and other types of payment provided directly to private landowners. However, Urban and Community Forestry funding (and match) may be used to perform work on private lands; for example, an eligible entity could pay for trees to be planted on private lands with permission of the landowner.

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6 e. Small business start-up funding.
f. Equipment purchases are rarely approved and will be reviewed prior to grant award.

Equipment rental should be considered as an alternative. Equipment is defined as an article of nonexpendable, tangible personal property having a useful life of more than one year and an acquisition cost of $5,000 or more per unit.

3. Match Waiver
Any Non-Federal cost-share requirement otherwise applicable to projects carried out under this section may be waived at the discretion of the Secretary. Match may be waived for proposals that deliver 100 percent of the funding/program benefits to disadvantaged communities.

Applications seeking match waiver must clearly describe the scope of work to be performed in applicable disadvantaged communities, and identify online vulnerability and environmental justice equity data tools referenced to support a disadvantaged community designation, (e.g., White House Climate and Economic Justice Screening Tool (CEJST), EPA Environmental Justice and Screening Mapping Tool (EJScreen), EPA EnviroAtlas Interactive Map, Opportunity Zones), or other government sponsored vulnerability tools which inform metrics applicable to the scope of work. Multiple tools may be used. All work must be tracked at the level that designates disadvantaged communities. Applicants receiving match waiver approval that pass-through funding (sub-award) for work in disadvantaged communities must pass the match waiver to sub- awardees performing the work.

While the pace of federal expenditures and cost sharing/matching may vary throughout the award period, the agency will actively monitor expenditure rates and cost sharing/matching levels as it receives payment requests to ensure the total cost sharing/matching requirement is met by the award period of performance end date. Additional details about cost sharing or matching funds/contributions are located at 2 CFR 200.306.

Cost Sharing or Matching Requirements
All federal grant funds are to be matched at least equally (dollar for dollar) with non-federal match which may include allowable and allocable in-kind contributions (i.e., personnel salary, fringe, and indirect costs; services, materials, supplies, equipment donations; and volunteer assistance), and private and public (non- federal) monetary contributions.

Cash match is from the applicant’s budget, such as personnel salary, fringe benefits, travel, equipment, and supplies, or cash provided by another party. The source of the cash match cannot be derived from another Federal award or grant.

In-kind match is a non-cash contribution of value. A non-Federal entity’s in-kind match must meet the following criteria:
• Verifiable from the non-Federal entity's records
• Not included as contributions for any other Federal award. • Necessary and reasonable for accomplishment of project or program objectives. • Allowable under subpart E of 2 CFR 200.

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7 • Not paid by the Federal Government under another Federal award, except where the Federal statute authorizing a program specifically provides that Federal funds made available for such program can be applied to matching or cost sharing requirements of other Federal programs.
• Provided for in the approved budget when required by the Federal awarding agency; and
• Conform to other provisions of 2 CFR 200, as applicable.

Matching funds must be derived entirely from non-Federal sources (unless expressly authorized in law by the other federal program.

Pass-Through Funding (Sub-Awards)
In response to stakeholder feedback and to alleviate the administrative burden on small, capacity- strained applicants, to expedite funding to communities in greatest need, and to increase opportunities to award high volumes of grants in condensed timeframes, applications from eligible entities with demonstrated ability to competitively pass-through (subaward) funding to community-based organizations and other partners serving disadvantaged communities are encouraged. A minimum of 80% of all funding to a pass-through entity must be competitively sub-awarded to community-based organizations, or other partners serving disadvantaged communities. Funding to Pass-Through Entities will be executed through a grant or cooperative agreement with substantial Forest Service involvement, at the discretion of the Forest Service.

For this funding opportunity, a “Community Based Organization” is defined as a public or nonprofit organization that supports and/or represents a community and/or certain populations within a community through engagement, education, and other related services provided to individual community residents and community stakeholders. A “community” can be characterized by a particular geographic area and/or by the relationships among members with similar interests and can be characterized as part of a broader national or regional community where organizations can be focused on the needs of urban, rural and/or tribal areas, and other similar groups.

Responsibilities of each pass-through entity include the following:

1. Design an equal opportunity competitive project application submission and evaluation process that alleviates burden, including but not limited to technical and administrative burden, on small, capacity-constrained applicants.

2. Develop outreach efforts and plans to reach all underserved or disadvantaged communities, especially urban communities, tribal governments and indigenous communities, youth, and public minority land grant institutions, for awareness of the availability of sub-award funding.

3. Develop a sub-award process that ensures efficient and effective fund dispersal and completion of sub-awardee projects within a 1year period. All sub-awardee projects must be completed within the five-year, Pass-Through Entity grant performance period.

4. Create an efficient progress and financial tracking and accomplishment reporting system for Urban and Community Forestry IRA sub-award projects.

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8 5. Manage the application in-take processes, evaluations, subawards process, project risk through ongoing monitoring, and project tracking and reporting for communities. Subawards to communities will not be individually approved by the Forest Service. Submit timely financial and progress reports and success stories (brief project description and outcomes, with project photographs and recipient testimonials where feasible) with the USDA Forest Service.

6. Assist sub-awardee with development and distribution of communications and promotional materials that support the funded program of work and reflect IRA as the source of funding.

APPLICATION, SUBMISSION, AND REPORTING REQUIREMENTS
Electronic Application Package
Applicant materials can be found on the Urban and Community Forestry UCF Grant Portal or by searching for this funding opportunity through Grants.gov. In grants.gov, search for grant Opportunity Number USDA-FS-2023-UCF-IRA-01. Applications are to be submitted through the UCF Online Grant Portal . All application materials must be received by 11:59 pm Eastern Time on June 1, 2023.

For technical issues while viewing Grants.gov, contact Grants.gov Applicant Support at 1-800-518-4726 or [email protected]. Forest Service staff cannot support applicants regarding Grants.gov accounts.

USDA Forest Service will provide two (2) Application Assistance Webinars in late April to assist with specific questions and inquiries. If you would like to receive a direct invitation for these sessions, please send an email to the Urban & Community Forestry Program Inbox:

[email protected]

Content and Form of Application Submission
The Forest Service may choose not to consider applications that fail to comply with the required content, format, and page limits, or those that are incomplete.

To be considered for funding under this opportunity, an application must contain the following documents:

A. Project Narrative
Each page must be numbered and have one-inch margins. The text of the project narrative must be single spaced and typed in a standard typeface (e.g., Times New Roman, Arial, Calibri) with no smaller than 12-point font. The project narrative must not exceed 7 pages. This page limit applies to the project narrative only. Other application materials, such as budget details/narratives, maps, and letters of commitment from contributing partners are not counted in this 7-page limit.

Project Narratives must include all the following information:

1. Project Title: Provide a uniquely descriptive title for this project. Use this full title consistently on all submission communications and supplemental documents, including letters of support, until an official application number is assigned by the Forest Service.

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9 2. Project Applicant: Provide the name of the organization applying for Federal funding.

3. Contact Information: Provide the name, title, address, phone number, and email address for the person leading the project or program.

4. Project Summary: In less than 100 words, provide a summary of the project that includes the scope, location, key partners, and expected accomplishments.

5. Project Scope Alignment: Describe the issues this project is seeking to address and how the project will contribute to the goals in this funding opportunity, including congressional, Justice40, State Forest Action Plans, and Ten-Year Urban and Community Forestry Action Plan (2016-2026) priorities.

6. Implementation Strategy/Methodology/Timeline: Provide a detailed explanation of the proposed approach, methodology, operations strategies, project schedule/timeline with goals/milestones, expected accomplishments or measurable outcomes, and project assessment/evaluation methods.

7. Capability and Capacity: Describe how each contributing organization is suited for (mission) and qualified to deliver the project. Provide the names, titles, and organization affiliation and specific roles of key personnel for the project. Include qualifications and experience of key personnel to implement, monitor, and assess/report project outcome.

8. Project Partners: Provide the names of partner organizations, describe their involvement and contributions to the project, and qualifications of the organization and personnel as they relate to their roles in project implementation.

9. Communications Plan: Share your plans for communication on the project, including plans for 1) signage acknowledging the source of funding at project locations 2) inclusion of funding information in press and promotional materials.

10. Evidence of Disadvantaged Community Status for projects requesting Match Waiver (if applicable): Clearly describe the scope of work to be performed in disadvantaged communities, and identify online vulnerability and environmental justice equity data and/or tools referenced to support a disadvantaged community designation, (e.g., White House Council on Environmental Quality Climate and Economic Justice Screening Tool (CEJST), EPA Environmental Justice and Screening Mapping Tool (EJScreen), EPA EnviroAtlas Interactive Map, Opportunity Zones, or other vulnerability data/tools applicable to the scope of work). Multiple tools may be used. All work must be tracked at the level that designates disadvantaged communities.

Primary applicants receiving cost-match waiver approval that pass-through funding (sub-award) for work in disadvantaged communities must pass through the cost match waiver to sub- awardees performing the work.

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10 D. Budget Narrative
In a separate document titled “Budget Narrative,” explain and justify all requested budget items/costs. List in detail how the totals on the budget were determined and demonstrate a clear connection between costs and the proposed project activities.

For personnel salary costs, include the base-line salary figures and the estimates of time to be directly charged to the project. Describe any item that under the applicable Federal cost principles requires the agency’s approval and estimate its cost.

The pages included as the budget narrative do not count toward the page limit. Cost sharing/matching must be committed at the time of application submission. The budget narrative must show the amounts and sources of match or cost share (including both cash and in-kind contributions.

E. Budget
A budget should be submitted as an attachment and does not count toward the 7-page narrative limit (see sample budget template and instructions). Categories include the following:
• Personnel (salary costs)
• Fringe benefits
• Travel
• Equipment (cost of purchase, not rental. NOTE: The definition of equipment is tangible personal property having a useful life of more than one year and a per-unit acquisition cost of at least $5000. Equipment purchase is heavily discouraged.

Consider equipment rental instead.)
• Supplies (tangible personal property other than equipment--includes tree purchase not completed under a contract for service)
• Contractual (e.g., contract for service, equipment rental) • Other (sub-grants only)
• Indirect costs (NICRA, de minimus, or none—see below) De minimis rate: Any Non-Federal entity (except State and local governments that receive more than $35 million per year in Federal funding) that does not have a current negotiated (including provisional) indirect rate (NICRA) may elect to charge a de minimis rate of 10 percent of modified total direct costs (MTDC) which may be used indefinitely. No documentation is required to justify the 10 percent de minimis indirect cost rate. As described in 2 CFR 200.403, costs must be consistently charged as either indirect or direct costs but may not be double charged or inconsistently charged as both. If chosen, this methodology once elected must be used consistently for all Federal awards until such time as a non-Federal entity chooses to negotiate for a rate, which the non-Federal entity may apply to do at any time.

Modified Total Direct Cost (MTDC) means all direct salaries and wages, applicable fringe benefits, materials and supplies, services, travel, and up to the first $25,000 of each subaward (regardless of the period of performance of the subawards under the award).

MTDC excludes equipment, capital expenditures, charges for patient care, rental costs,

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11 tuition remission, scholarships and fellowships, participant support costs and the portion of each subaward in excess of $25,000. Other items may only be excluded when necessary to avoid a serious inequity in the distribution of indirect costs, and with the approval of the cognizant agency for indirect costs.

Negotiated Indirect Cost Rate Agreement (NICRA) may be used, if established.

PROPOSAL EVALUATION
Proposals will be evaluated based on the following Evaluation Criteria (100 points):

1. Alignment with Priorities (0-30 points)
Scope of work addresses Justice40, Congressional, State Forest Action Plan and Ten-Year National Urban and Community Forestry Plan priorities.
• Increase equitable access to urban tree canopy and associated human health, environmental and economic (workforce) benefits in disadvantaged communities.
• Broaden community engagement in local urban forest planning. • Improve resilience to climate change, pests, storm/extreme heat events through best management and maintenance practices.

2. Technical Merit (0-20 points)
• Strategy and methodology are logical and appropriate to attain stated results. • Methodology demonstrates high likelihood of success and long-term outcomes. • If applicable, methodology for identifying disadvantaged communities is appropriate to meet priorities.

3. Capability and Capacity (0-20 points)
• Organization(s) (including partners) have ability to carry out the proposed work within the grant period and meet federal grant requirements. • Key personnel (including partners/contractors) have the training opportunities, skills, expertise, and relationships required to complete the work and achieve stated results; hired personnel include union labor, living wage paying jobs.

4. Measurable Results/Outcomes (0-20 points)
• Conditions are significantly improved for communities (people or places) as prioritized in Justice40, Congressional, State Forest Action Plan and Ten-Year National Urban and Community Forestry Plan.
• Increased equitable access to urban tree canopy and associated human health, environmental and economic (workforce) benefits in disadvantaged communities. • Broadened community engagement in local urban forest planning.

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12 • Improved resilience to climate change, pests, storm/extreme heat events through best management and maintenance practices.
• Recipients will be expected to implement and demonstrate measurable progress within 12 months of award.

5. Budget and Cost-Effectiveness (0-10 points)
• Budget and budget narrative adequately describes proposed costs. • Administrative costs are reasonable compared to other expenditures. • Costs are in proportion to project input needs and results/outcomes.

REPORTING REQUIREMENTS
Semi-annual financial and progress reports are required for IRA grants: Financial and Progress reports will be submitted for the periods ending June 30 and December 31. Reports are due 30 days from the period end. Timely submittal of financial and progress reports for each grant as indicated in your award agreement will be required. Payments will be withheld until missing reports are received and approved.

Progress reports should highlight direct quantitative and qualitative investment activities and outcomes and include stories and photographs that illustrate these.

APPLICATION SUBMITTAL
Applications are to be submitted through the UCF Online Grant Portal. The on-line application workflow process is self-explanatory with help links to guide you through the application process. Applicant materials can be found on the grant application portal under the forms template and resources section, or by searching grant opportunity number USDA-FS-2023-UCF-IRA-01 in Grants.gov.

All applications must be completed and submitted by June 1, 2023, 11:59 PM Eastern. Once submitted, the applicant will receive an email notice confirming their application was successfully submitted.

CONTACT FOR FURTHER INFORMATION
For inquiries specific to the content of the NOFO requirements, contact the following shared inbox:

[email protected]. Please limit questions to those regarding specific information contained in this NOFO (such as dates, page numbers, clarification of discrepancies, etc.). Questions related to eligibility, or the merits of a specific proposal will not be addressed.

USDA Forest Service will provide two (2) Application Assistance Webinars in late April to assist with specific questions and inquiries. If you would like to receive a direct invitation for these sessions, please send an email to the Urban & Community Forestry Program Inbox:

[email protected]

RESOLUTION NO. ________

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

APPLICATION TO AND PARTICIPATION IN THE URBAN AND COMMUNITY FORESTRY

GRANT FROM THE UNITED STATES DEPARTMENT OF AGRICULTURE GRANT PROGRAM

AND AUTHORIZING THE CITY MANAGER TO EXECUTE ALL NECESSARY

AGREEMENTS AND DOCUMENTS RELATED THERETO
WHEREAS, Subtitle D, Sec. 23003 (a). State and Private Forestry Conservation Programs – Appropriations, allow USDA to provide $1,500,000,000 in multiyear, programmatic, competitive grants to a State agency, a local governmental entity, an agency or governmental entity of the District of Columbia, an agency or governmental entity of an insular area (as defined in section 1404 of the National Agricultural Research, Extension, and Teaching Policy Act of 1977 (7 U.S.C. 3103), an Indian Tribe, or a nonprofit organization; and WHEREAS, Subtitle D, Sec. 23003 (a). State and Private Forestry Conservation Programs – Appropriations, allow USDA to provide $1,500,000,000 in multiyear, programmatic, competitive grants to a State agency, a local governmental entity, an agency or governmental entity of the District of Columbia, an agency or governmental entity of an insular area (as defined in section 1404 of the National Agricultural Research, Extension, and Teaching Policy Act of 1977 (7 U.S.C. 3103)), an Indian Tribe, or a nonprofit organization; and WHEREAS, The Urban and Community Forestry funding opportunity is a covered program under the Agency’s Justice40 Initiative established through Executive Order 13985. USDA is a partner on the Interagency Memorandum of Understanding on Promoting Equitable Access to Nature in Nature- Deprived Communities, which seeks to reduce the number of people without access to parks and nature in their communities; and
WHEREAS, this funding opportunity offers programmatic, competitive grants for tree planting and related activities, with a priority for projects that benefit underserved populations and areas through the Urban and Community Forestry Assistance program established under section 9(c) of the Cooperative Forestry Assistance Act Of 1978 (16U.S.C.2105(c)); and WHEREAS, the City of Vallejo (“Applicant”) desires to apply for USDA grant funds by submitting an application for USDA funds (“Application”) to the Department for its review and consideration; and
NOW, THEREFORE, BE IT RESOLVED that the Applicant is hereby authorized and directed to submit an Application to the Department in response to the NOFA and to apply for USDA grant funds.

BE IT FURTHER RESOLVED the City Manager or his designee is authorized, on behalf of the City Council, to execute the Application and the USDA Documents on behalf of Applicant for participation in the USDA Program.

Adopted by the Council of the City of Vallejo at a special meeting held on June 27, 2023, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_________________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST: _________________________________________
DAWN G. ABRAHAMSON, CITY CLERK
CONSENT CALENDAR 8.H.

DATE: June 27, 2023
TO: Mayor and Members of the City Council
FROM: Beth Schoenberger, Water Director
John Palesi, Water Facilities Superintendent
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE

SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH DRS MARINE, INC. FOR REPAIR AND MAINTENANCE SERVICES FOR A NEW NOT-TO- EXCEED AMOUNT OF $720,000

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute the Second Amendment to the Professional Services Agreement with DRS Marine, Inc. for repair and maintenance services for a not to exceed amount of $720,000.

REASONS FOR RECOMMENDATION
Approval of the Second Amendment provides continuity for underwater tank cleaning and inspections for repair services. DRS Marine, Inc. provides the City with professional services in support of the City’s water treatment plant operations and critical water storage. This includes the services necessary to be performed at the water treatment plants and pump stations that require ongoing maintenance as the infrastructure continues to age.

BACKGROUND AND DISCUSSION
In 2018, the Water Department solicited bids for assistance with dive teams to perform underwater services and system repair support. DRS Marine, Inc. was the only vendor that submitted a quote during the Water Department’s Informal RFP for services. DRS Marine has over thirty-seven years of experience working in the drinking water industry providing cleaning and inspecting of potable water infrastructure, underwater welding, and providing written reports. The Water Department executed a contract with DRS Marine in April 2018 for a term of two years, with the option to extend in additional one-year terms up to five years total and a not to exceed amount of $520,000.

In August 2020, the Water Department executed the First Amendment to the agreement with DRS Marine, Inc. for a total not to exceed amount of $620,000. However, due to staffing shortages, increasing service needs, aging infrastructure, and rising costs for service, the Water Department needs a Second Amendment to increase the not to exceed amount to $720,000; a $100,000 increase.

FISCAL IMPACT
This Second Amendment Agreement is for a not to exceed amount of $720,000, a $100,000 increase from the First Amended Contract amount. This amendment is funded through 2021A Water Bond Funds through water project number WT7123. There is no fiscal impact on the General Fund associated with this amendment agreement.

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

Date: June 27, 2023
Subject: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE

SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH DRS MARINE, INC. FOR REPAIR AND MAINTENANCE SERVICES FOR A NEW NOT-TO-EXCEED AMOUNT OF $720,000

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

ATTACHMENTS

1. bas_DRS - Reso for Second Amendment to 18-WD026_REV CAO Stamp

2. DRS - 2nd Amendment to 18-WD026 Revised

3. DRS - Attachment 1 Exhibit A

4. DRS Marine_First Amendment to Consultant & Professional Service Agreement_CO#18-WD026

5. 18-WD026 DRS MARINE INC Consultant and Professional Services Master Agreement

CONTACT
Beth Schoenberger, Water Director, 707-648-5439
[email protected]

RESOLUTION NO. 23-________

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

CITY MANAGER TO EXECUTE A SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH DRS MARINE, INC. FOR TREATMENT PLANT, TANK, AND

RESERVOIR REPAIR AND MAINTENANCE SERVICES
WHEREAS, the City of Vallejo Water Department possess a variety of assets requiring upkeep and specialized services needed to operate the City’s available water resources treatment plants, storage tanks, reservoirs, and pump stations, some of which involve speciality underwater dive teams to assess and complete necessary work; and
WHEREAS, the City of Vallejo and DRS Marine, Inc. executed a two-year contract in April 2018 with the option to extend for yearly up to five years, for an amount not to exceed $520,000 for dive team services and system repair services needed for the facilitation of water treatment services in Vallejo’s various water systems; and
WHEREAS, the City of Vallejo requires specialty underwater dive teams to assess and complete water tank maintenance services by DRS Marine, Inc. exceeding the original $520,000 contract amount; and
WHEREAS, in September 2020, it was necessary for a first amendment agreement to be executed for emergency debris removal at the Swanzy Reservoir and future tank dive/assessments and cleanings leading to an increase the not to exceed amount to $620,000; and
WHEREAS, due to staffing shortages and increased service needs, a second amendment agreement is necessary to increase the not to exceed amount to $720,000.

NOW THEREFORE, BE IT RESOLVED that the City Council hereby approves the City Manager of the Vallejo City Council to execute a Second Amendment to the Professional Services Agreement with Bell Products, Inc., for the performance of repair and maintenances services for the Water Department Facilities to increase the total amount of the contract not-to-exceed to $720,000.00.

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 H. MCCONNELL, MAYOR
ATTEST: _________________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Second Amendment to Agreement Between City of Vallejo and DRS Marine, Inc. Page 1 of 3 (Revised 01.2019)

SECOND AMENDMENT TO

AGREEMENT BETWEEN

CITY OF VALLEJO
AND
DRS MARINE, INC.

This Second Amendment to the Consultant and Professional Services Agreement made and entered into on April 24, 2018 hereafter referred to as Agreement, between DRS Marine, 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 ________, 2023.

Consultant and City do mutually agree as follows:

1. Additional Services. The scope of services to be provided as specified in Exhibit A of the Agreement is amended to include the services described in Exhibit A of this Second Amendment (“Additional Services”).

2. Payment for Additional Services. In consideration of Consultant providing the Additional Services, Consultant shall be paid an amount not to exceed One Hundred Thousand Dollars and Zero Cents ($100,000.00). The maximum not to exceed amount specified in Exhibit B of the Agreement is increased by said amount and the new not to exceed amount is Seven Hundred Twenty Thousand Dollars and Zero Cents ($720,000.00).

Consultant agrees that the amount of increase in the not to exceed amount specified above shall constitute full compensation for the Additional Services, and shall fully compensate Consultant for any and all direct and indirect costs that may be incurred by Consultant in connection with the Additional Services, including costs associated with any changes and/or delays in work schedules or in the performance of other services or work by Consultant.

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

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

5. Ambiguities. The parties have each carefully reviewed this Second Amendment

Second Amendment to Agreement Between City of Vallejo and DRS Marine, Inc. Page 2 of 3 (Revised 01.2019)
and have agreed to each term of this Second Amendment. No ambiguity shall be presumed to be construed against either party.

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

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

IN WITNESS WHEREOF, the parties have entered into this Second Amendment on the day and year first hereinabove appearing.

DRS MARINE, INC.,
a California Corporation
BY:

RICHARD WILLIAMS
President
DATE:
11700353
Vallejo Business License No.

(City Seal)

CITY OF VALLEJO,
a municipal corporation
BY:

MIKE MALONE
City Manager
DATE:

ATTEST:

DAWN G ABRAHAMSON
City Clerk
APPROVED AS TO CONTENT:

BETH SCHOENBERGER
Water Director
APPROVED AS TO FORM:

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

ARMOND SARKIS
Risk Manager
Second Amendment to Agreement Between City of Vallejo and DRS Marine, Inc. Page 3 of 3 (Revised 01.2019)
~~~~~~~~ DRS MARINE, Inc. ~~~~~~~~
• COMMERCIAL DIVERS CA Lic. 508905 DIR 1000008704 525 CHESTNUT STREET • ROVS VALLEJO, CA 94590
• U / W PILE REPAIR & MARINE CONSTRUCTION BUS: 707-648-3483 • DAMS, POWERHOUSES, INTAKES FAX: 707-648-2006
• U/W BURNING & WELDING [email protected]
D
ecember 21, 2022
J
ohn Pena
City of Vallejo
[email protected]
R
eference: Fleming Hill WTP
Subject: Dive Team Services – Cleaning and debris extraction QU
OTE
S

COPE OF WORK
Furnish Dive Team per OSHA 1910.425(c)(1-4)(i-ii) for cleaning services of Fleming Hill WTP as discussed during site visit. All work will be done by skilled union divers with previous potable water experience. DRS Divers have previously completed multiple potable water tank and reservoir operations and are fully versed and compliant on AWWA Standard C652-02 diving procedure requirements.

Deliverables: Post c lean written report with photos
S

CHEDULE OF COSTS

TASK DESCRIPTION UNIT COST
No. 1 Furnish 5-man dive crew for cleaning services Lump Sum $72,837.00 No. 2 Mobilization Lump Sum $3,250.00
No. 3 Demobilization Lump Sum $3,250.00
No. 4 Post Clean Written Report with photos Lump Sum $350.00 TOTAL: $79,687.00
Note #1- DRS is a union contractor and pays prevailing wages Note #2- DRS carries $12 Million liability insurances
S
BE
DRS Marine is a State of California SBE. No. 5274
P
lease call if you have any Questions or Comments at 707/ 648-3483 (24hrs).

W

E APPRECIATE YOUR BUSINESS
R
ichard Williams
Project Manager
DRS Marine, Inc.

EXHIBIT A

CONSENT CALENDAR 8.I.

DATE: June 27, 2023
TO: Mayor and Members of the City Council
FROM: Beth Schoenberger, Water Director
John Palesi, Water Facilities Manager
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE FIRST

AMENDMENT TO THE RENTAL SERVICES AGREEMENT WITH PETERSON POWER SYSTEMS, INC. FOR GENERATOR RENTAL AT THE CORDELIA WATER PUMPING COMPLEX FOR A NOT-TO-EXCEED AMOUNT OF $1,000,000 AND EXTEND THROUGH JUNE 30, 2025

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute the First Amendment to the Rental Services Agreement with Peterson Power Systems, Inc. for generator rental at the Cordelia Water Pumping Complex for a not-to-exceed amount of $1,000,000 and extend through June 30, 2025.

REASONS FOR RECOMMENDATION
Approval of the First Amendment will allow for continued services to provide the Cordelia Water Pumping Complex with emergency backup power to ensure reliable drinking water service during Pacific Gas & Electricity (PG&E) Public Safety Power Shutoffs and other power outages until construction of the permanent emergency power supply system is complete.

BACKGROUND AND DISCUSSION
In October 2019, PG&E's Community Wildfire Safety Program (Public Safety Power Shut Off or PSPS) resulted in the unprecedented and unexpected power shut-off at the City’s major source-water pumping facility, the Cordelia Pumping Complex. While PG&E initially provided back-up power during the PSPS, the City had to retain the generator for the remainder of the fire season at its own expense to ensure consistent operations of the complex in the event PG&E needed to shut off power to the grid(s) again. The generator was returned to the vendor, Vince Sigal Electric, in December 2019 with the expectation that the generator would be re-deployed at the Complex by June 2020 in anticipation of the 2020 PSPS fire season. In early spring, Vallejo Water staff contacted Vince Sigal Electric and were informed that a generator had not been reserved for Vallejo due to the demand resulting from the state-wide PSPS Program. Staff was further informed that securing a generator would be unlikely because of the nationwide shortage caused by the PSPS Program.

Although rental costs rose markedly due to demand, by September 2020 Water Facilities staff had obtained a rental generator from another vendor that provided back-up power at a monthly rate of $40,950 (plus sales tax) through June 30, 2021. Subsequently, due to the volatility of the rental generator market it was determined that renting the generator long-term was the safest option given the criticality of the Complex and the frequency of PSPSs, pending completion of the Cordelia Water Pumping Complex permanent back up power project (CIP WT7065). The Water Department negotiated a reduced rental rate for the agreed upon extended term. The adjusted monthly rental rate was $32,760 (plus sales tax) from July 1, 2022 through June 30, 2023.

Due to volatility in supply chains related to the design, bidding, and construction of the permanent back-up power system, recent additional delays in delivery of the components, as well as unprecedentedly low staffing in

Date: June 27, 2023
Subject: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE

FIRST AMENDMENT TO THE RENTAL SERVICES AGREEMENT WITH PETERSON POWER SYSTEMS, INC. FOR GENERATOR RENTAL AT THE CORDELIA WATER PUMPING COMPLEX FOR A NOT-TO-EXCEED AMOUNT OF $1,000,000 AND EXTEND THROUGH JUNE 30, 2025

Water Engineering, completion of CIP WT7065 has been delayed beyond the original expected timeframe. In the meantime, to ensure backup generator power at the Cordelia Water Pumping Complex and to prevent power loss resulting in the facility becoming inoperable and jeopardizing consistent delivery of drinking water, the Peterson contract for generator rental needs to be amended. The proposed amendment would increase the not-to-exceed amount to $1,000,000 and extend the timeframe for rental of the temporary back-up generator to June 30, 2025 to allow time for completion of the final phases of the permanent back-up power system underway.

FISCAL IMPACT
For this First Amendment Agreement for a not-to-exceed amount of $1,000,000 (a $500,000 increase from the original Rental Services Agreement amount) through June 30, 2025, the Water Enterprise Fund has sufficient available funds in Fiscal Year 2022-2023 to cover the contract increase. Funding for future fiscal years will be proposed to the City Council as part of the annual budget process. There is no fiscal impact on the General Fund associated with this amendment agreement.

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. bas_Peterson - Reso for First Amendment to 23-WD134 (2) CAO STAMP

2. Peterson - First Amendment to 23-WD134 Revised CAO STAMP

3. Peterson - Rental Agreement 23-WD134_Fully Executed

CONTACT
Beth Schoenberger, Water Director, 707-648-5439
[email protected]

Approved as to form:

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

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

CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO THE RENTAL SERVICES AGREEMENT FOR A GENERATOR WITH PETERSON POWER SYSTEMS, INC.

WHEREAS, the City of Vallejo Water Department rents a generator for back-up power to the Cordelia Water Pumping Complex in the event of PSPS (Public Safety Power Shutoffs) or other power outage; and
WHEREAS, the Cordelia Water Pumping Complex is a central point to which multiple raw water sources are delivered and then pumped into the water system for storage and treatment and its continuous operation is essential to the City’s ability to deliver reliable, compliant, and consistent drinking water services; and
WHEREAS, the City of Vallejo and Peterson Power Systems, Inc. executed a one-year contract in July 2022 with the option to extend for four additional years, for an amount not to exceed $500,000 for generator rental; and
WHEREAS, while the City’s permanent back-up power system is being bid and constructed (with timing impacted by equipment supply chain delays and limited contractor availability), the City of Vallejo will have a continued need to utilize the generator rental services provided by Peterson Power Systems, Inc. exceeding the original $500,000 contract amount; and WHEREAS, a first amendment agreement is necessary to increase the not to exceed amount to $1,000,000.

NOW THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the City Manager of the City of Vallejo to execute a First Amendment to the Rental Services Agreement with Peterson Power Systems, Inc., for the backup generator rental services at the Cordelia Water Pumping Station Complex to increase the total amount of the contract not to exceed to $1,000,000 and extend to June 30, 2025.

ADOPTED BY THE CITY COUNCIL OF THE CITY OF VALLEJO at a regular meeting held on June 27, 2023, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_________________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST: _________________________________________
DAWN G. ABRAHAMSON, CITY CLERK
First Amendment to Agreement Between City of Vallejo and Peterson Power Systems, Inc. Page 1 of 3 (Revised 01.2019)
Approved as to form:

By: for
Veronica Nebb, City Attorney

FIRST AMENDMENT TO RENTAL

AGREEMENT BETWEEN

CITY OF VALLEJO
AND
PETERSON POWER SYSTEMS, INC.

This First Amendment to the Rental Agreement Between City of Vallejo and Peterson Power Systems, Inc. (the “First Amendment”) is entered into by and between Peterson Power Systems, Inc., a California Corporation, hereafter referred to as “Peterson,” and the City of Vallejo, a municipal corporation, hereafter referred to as “City”, on this 30th day of June 2023.

Consultant and City do mutually agree as follows:

1. Revised Term of the Agreement. The Rental Agreement Between City of Vallejo and Peterson Power Systems, Inc. which was executed by the City on February 28, 2023 (the “Agreement”) will 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, 2025.

2. Payment for Additional Services. In addition to the not to exceed amount of Five Hundred Thousand Dollars and Zero Cents ($500,000.00) provided in the approval of the the Agreement, Peterson shall be paid an additional amount not to exceed Five Hundred Thousand Dollars and Zero Cents ($500,000.00) for supplying the generator described in the Agreement through June 30, 2025. The new not to exceed total amount is One Million Dollars and Zero Cents ($1,000,000.00).

Peterson agrees that the amount of increase in the not to exceed amount specified above shall constitute full total compensation maximum for the additional term and shall fully compensate Consultant for any and all direct and indirect costs that may be incurred by Consultant.

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 Peterson 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.

First Amendment to Agreement Between City of Vallejo and Peterson Power Systems, Inc. Page 2 of 3 (Revised 01.2019)

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.

7. Authority. The person signing this First Amendment for Peterson 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 Peterson Power Systems, Inc. Page 3 of 3 (Revised 01.2019)
IN WITNESS WHEREOF, the parties have entered into this First Amendment on the day and year first hereinabove appearing.

PETERSON POWER SYSTEMS, INC.,
a California Corporation
BY:

NORM LENZ
Peterson Power Systems, Inc.

DATE:
(City Seal)

CITY OF VALLEJO,
a municipal corporation
BY:

MIKE MALONE
City Manager
DATE:

ATTEST:

DAWN G ABRAHAMSON
City Clerk
APPROVED AS TO CONTENT:

BETH SCHOENBERGER
Water Director
APPROVED AS TO FORM:

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

ARMOND SARKIS
Risk Manager
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DATE: June 27, 2023
TO: Mayor and Members of the City Council
FROM: Beth Schoenberger, Water Director
Kent Carothers, Water Engineer
SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH SUEZ TREATMENT SOLUTIONS, INC. FOR PROVIDING MODEL CFV-10 OZONE GENERATOR VESSELS IN AN AMOUNT NOT TO EXCEED $300,000 THROUGH DECEMBER 31, 2023

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute a Professional Services Agreement with SUEZ Treatment Solutions, Inc., for providing Model CFV-10 Ozone Generator Vessels in an amount not to exceed $300,000 through December 31, 2023, with one-year extension options.

REASONS FOR RECOMMENDATION
The Water Department uses ozonation as a water disinfection method at the Fleming Hill Water Treatment Plant. The existing equipment is aging, unable to perform at the necessary and optimum level, and needs to be replaced. The design of the water treatment process necessitates this specific model of Ozone Generator Vessels and is in the best interest for the City for the Water Department to secure a professional services agreement with SUEZ.

BACKGROUND AND DISCUSSION
The Fleming Hill Water Treatment Plant uses ozone generators to produce ozone gas which contributes to disinfection of the drinking water as well as removal of taste and odor factors in the water treatment process.

The ozonation generator equipment is aging and requires replacement. Ozone vessels are a significant and necessary component of the larger ozonation system used in the water treatment process. It is in the best interest of the City for SUEZ Treatment Solutions, Inc.to purchase the Model CFV-10 Ozone generator vessels consistent with the engineering of the ozonation system. The units to be purchased are direct replacements to existing units that are beginning to fail. With this being a direct replacement, additional costly and time- consuming re-engineering of the ozone system and associated construction will not be needed, (as would be required if another vendor/product were selected which would also elevate the risk of equipment failure in the meantime due to the delays associated with reengineering and procurement).

FISCAL IMPACT
This Professional Services Agreement is for a not-to-exceed amount of $300,000 through December 31, 2023, with a one-year extension option. This equipment purchase is funded through 2021A Water Bond Funds through water project number WT7121. There will be no fiscal impact on the General Fund.

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.

Date: June 27, 2023
Subject: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH SUEZ TREATMENT SOLUTIONS, INC. FOR PROVIDING MODEL CFV-10 OZONE GENERATOR VESSELS IN AN AMOUNT NOT TO EXCEED $300,000 THROUGH DECEMBER 31, 2023

ATTACHMENTS

1. bas_Suez - Reso Revised CAO Stamp

2. Suez - Professional Services Agreement -- Draft

3. Suez - Attachment 1 of Exhibit A

4. Suez - Attachment 1 of Exhibit B

CONTACT
Beth Schoenberger, Water Director, 707-648-5439
[email protected]

Approved as to form:

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

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

CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH SUEZ TREATMENT SOLUTIONS, INC. FOR A MODEL CFV-10 OZONE GENERATOR VESSEL

PRODUCTION SYSTEM
WHEREAS, the City of Vallejo Fleming Hill Water Treatment Plant is a facility that operates water treatment using an ozone disinfection process, and the demand on aging equipment requires the purchase of new equipment; and
WHEREAS, the City of Vallejo Water Department treatment system is designed to use, and is currently using, SUEZ Treatment Solutions, Inc. (formerly Ozonia) equipment to produce ozone in the water treatment process; and
WHEREAS, SUEZ Treatment Solutions, Inc. is a company that manufactures the Model CFV-10 Ozone Generator Vessels production equipment required by the ozonation process at the City of Vallejo Fleming Hill Water Treatment Plant; and
WHEREAS, it is not feasible to obtain alternative direct replacement equipment without also needing to perform additional engineering and construction tasks associated with redesigning the water treatment process at the Fleming Hill Water Treatment Plant which would cause inefficiency in maintenance and operation; and
WHEREAS, a professional services agreement between the City of Vallejo Water Department and SUEZ Treatment Solutions, Inc. is needed to enable the Water Department to perform water treatment services.

NOW THEREFORE BE IT RESOLVED that the City Council hereby finds it to be in the best interest of the City to purchase the SUEZ Treatment Solutions, Inc. ozone disinfection system without a bidding process as set forth in City of Vallejo Municipal Code section 3.20.090.

NOW THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the City Manager of the Vallejo City Council to execute a Professional Services Agreement with SUEZ Treatment Solutions, Inc. for Ozone Generator Vessels system in a contract not-to-exceed amount of $300,000.00 and a contract end date of December 31, 2023, with a one-year extension options.

ADOPTED BY THE CITY COUNCIL OF THE CITY OF VALLEJO at a regular meeting held on June 27, 2023, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_________________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST: _________________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Professional Services Agreement (Revised 01.2019) Page 1 of 10

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 7th day of March, 2023, by and between the City of Vallejo, a municipal corporation ("City"), and Suez Treatment Solutions, Inc., a New Jersey Corporation, hereinafter referred to as “Vendor”, who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Vendor shall provide the City professional services as specified in Exhibit A, entitled “Scope of Work.” The Vendor’s Terms and Conditions, contained in Exhibit A, are included in this Agreement. Should there be a conflict between the term and conditions set forth in this Agreement and the Vendor’s terms and conditions, the terms and conditions of this Agreement shall take precedence.

2. Payment. City shall pay Vendor 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 Vendor for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Vendor 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. Vendor shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from claims for physical damage to third party property or injury to persons, including death, to the extent caused by the negligence of Seller or its officers, agents, employees, and/or assigns while engaged in activities under this Agreement,, 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. Vendor agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements for Vendor.” Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Vendor 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 Professional Services Agreement (Revised 01.2019) Page 2 of 10 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. Vendor warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Vendor’s family, business, real property or financial interests and the services to be provided under this Agreement. Vendor 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 Vendor’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 Vendor shall disclose such conflict in writing to City. Every individual who performs services on behalf of Vendor 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. Vendor is an independent contractor. Neither Vendor nor any of Vendor’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 Vendor only insofar as the results of Vendor’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Vendor accomplishes services pursuant to this Agreement.

9. Licenses, Permits, Etc. Vendor represents and warrants to City that all Vendor 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 Vendor has all the permits, qualifications and approvals of whatsoever nature which are legally required for Vendor to practice its profession.

Vendor represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Vendor to practice its profession.

10. Business License. Vendor, 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 Vendor until such business Professional Services Agreement (Revised 01.2019) Page 3 of 10 license(s) has been obtained.

11. Standard of Performance. Vendor 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 Vendor’s profession currently practicing in California.

Vendor 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.

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

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

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Vendor 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 Vendor 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 Vendor.

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

In the event that the Vendor is unable to meet the completion date or schedule of services, Vendor 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 Upmost Importance. Time is of the upmost importance in this Agreement. Any reference to days means calendar days, unless otherwise Professional Services Agreement (Revised 01.2019) Page 4 of 10 specifically stated.

14. Personnel. Vendor 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 Vendor pursuant to this Agreement shall be the full and complete compensation to which Vendor and Vendor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Vendor nor Vendor’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 Vendor. The City shall not be required to pay any workers' compensation insurance on behalf of Vendor.

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

15. Vendor 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, Vendor shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Vendor shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on March 7, 2023 and shall continue in full force and effect until December 31, 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 Vendor. 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 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, Vendor agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Vendor. Upon receipt of a notice of termination, Vendor shall perform no further work except as Professional Services Agreement (Revised 01.2019) Page 5 of 10 specified in the notice. Before the date of termination, Vendor 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 Vendor 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 Vendor for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Vendor 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 Vendor resulting from services rendered pursuant to this Agreement, shall become the property of City. Vendor 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 Vendor 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 Vendor in the performance of Vendor’s services hereunder.

20. Assignment and Subcontracting. Vendor 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, Vendor shall pay its subcontractor within ten Professional Services Agreement (Revised 01.2019) Page 6 of 10 (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Vendor. Use of the term subcontractor in any other provision of this contract shall not be construed to imply authorization for Vendor to use subcontractors for performance of any service under this Agreement.

The City is an intended beneficiary of any work performed by Vendor’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) Vendor shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.

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

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

Vendor shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.
(b) Vendor agrees to comply with Title VII of the Civil Rights Act of 1964, as Professional Services Agreement (Revised 01.2019) Page 7 of 10 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: Beth Schoenberger
Water Director
202 Fleming Hill Road
Vallejo, CA 94589
If to Vendor: Jawad Jawabreh
Applications Engineer – North America
SUEZ Treatment Solutions, Inc.
600 Willow Tree RD
Leonia, NJ 07605
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.

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 Professional Services Agreement (Revised 01.2019) Page 8 of 10 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. Vendor 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, Vendor 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. Vendor 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 Vendor’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.

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

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

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

Professional Services Agreement (Revised 01.2019) Page 9 of 10

33. News and Information Release. Vendor 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 Vendor hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Vendor.

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 any attachments [SIGNATURES ON FOLLOWING PAGE]
Professional Services Agreement (Revised 01.2019) Page 10 of 10 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

SUEZ Treatment Solutions, Inc.
a New Jersey corporation
By:

DATE:

Vallejo Business License No.
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By:

Mike Malone
City Manager
DATE:

ATTEST:

By:

Dawn G Abrahamson
City Clerk

APPROVED AS TO CONTENT
By:

Beth Schoenberger
Water Director
APPROVED AS TO FORM:

By: For:

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

By:

Armond Sarkis
Risk Manager
Professional Services Agreement (Revised 01.2019) Page 1 of 2 Exhibit A – Scope of Work

EXHIBIT A

SCOPE OF WORK

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

John Palesi
Water Facilities Superintendent
City of Vallejo - Water Department
202 Fleming Hill Road
Vallejo, CA 94589
707-648-4519
[email protected]
The Vendor’s Representative for this Agreement is:

Jawad Jawabreh
Applications Engineer – North America
SUEZ Treatment Solutions, Inc.
600 Willow Tree Rd.

Leonia, NJ 07605
[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 Vendor 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.
•Ozone Generators Vessels
•Spare Parts
•On-Site Commissioning Services and Training (6 days)

3. Time for Performance. Vendor will perform the services by December 31, 2023, with the option to extend in intervals of one (1) year, and a total agreement term not-to-exceed five (5) years. If the schedule calls for the services to be performed in phases or discrete increments, Vendor shall not proceed from one phase or increment to the next without written authorization from the City’s Representative.

Professional Services Agreement (Revised 01.2019) Page 2 of 2 Exhibit A – Scope of Work

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. Vendor recognizes that the composition of this team was instrumental in the City’s decision to award the work to Vendor 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 Vendor’s obligations under this Agreement and shall be grounds for termination.

Key personnel are as follows:
•Jawad Jawabreh
Professional Services Agreement (Revised 01.2019) Page 1 of 4 Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Vendor’s Compensation.

A. Services: City agrees to pay Vendor, 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 Three Hundred Thousand Dollars and Zero Cents ($300,000.00).

Vendor shall notify City in writing no later than thirty (30) days prior to the estimated date when Vendor will have billed City the maximum payment amount permitted under this Agreement, and Vendor 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 Vendor 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 Vendors to perform said Additional Services.

2. Vendor’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 Vendor, compensation to Vendor shall not exceed the fixed fee amount.

2. Appropriate Rates for Services and Additional Services.

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

A. Price Adjustments:

1.Direct Cost: In this section means Vendor’s costs from the manufacturer of any item or if Vendor is the manufacturer, the cost of raw materials required to manufacture the item, plus transportation costs from manufacturer to Vendor and Vendor to the City.

2.Price Decreases: If Vendor’s direct cost decreases at any time during Professional Services Agreement (Revised 01.2019) Page 2 of 4 Exhibit B - Compensation
the term of this contract, Vendor shall immediately pass the decrease to the City and lower its prices by the amount of the decrease in direct cost. Vendor shall notify the City of price decreases in the same way as for price increases set out below. The price decrease shall become effective upon City’s receipt of Vendor’s notice

3.Price Increases: Vendor may request a price increase after one hundred twenty (120) days from the effective date of the contract.

The effective date starts from the date contract has been signed.

Subsequent price increases may be requested twelve months from the date of the previous approved price increase. The amount of the first increase shall not exceed actual documented increase in Vendor’s direct cost and shall not be more than five percent (5%) above the previous quotation price. Subsequent increases shall also not exceed this percentage. To request a price increase, Vendor must submit a letter with an itemized list showing revised prices by line item. The letter and documentation shall be sent to the following address: City of Vallejo Corporation Yard, 111 Amador Street, Vallejo, CA 94590. If the City approves the price increase, Vendor shall be notified in writing; no price increase will be effective until Vendor receives this notice.

4.Billable Rate Adjustments: Vendor may, no later than March 1 st of each year, submit a request to increase any or all hourly rates based on increases to California minimum wage rates approved and scheduled to take effect within the City’s next fiscal year (July 1 – June 30). Upon approval by City, new rates will take effect the following July 1st.

5.Termination of Performance: If the City does not approve Vendor’s price increase, Vendor may terminate its performance under the agreement upon sixty (60) days advance written notice. Termination of Performance is Vendor’s only remedy if the City does not approve the price increase. If at any time after approving a price increase, the City determines the same item or service can be obtained at a lower price from a different source without violating any state law, the City may then purchase the item or service from the lower price source without any obligation to Vendor.

3. Vendor’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Vendor 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 Vendor.

Professional Services Agreement (Revised 01.2019) Page 3 of 4 Exhibit B - Compensation
A. Payments to Vendor shall be made within a reasonable time after receipt of Vendor’s invoice, said payments to be made in proportion to services performed.

Vendor may request payment on a monthly basis. Vendor 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 Vendor 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 Vendor for correction. City shall not be responsible for delays in payment to Vendor resulting from Vendor’s failure to comply with the invoice format described above.

D. Request for payment shall be sent to:

City of Vallejo – Water Department
Accounting Clerk
Water Department
202 Fleming Hill Road
Vallejo, CA 94589
[email protected]

5. Accounting Records of Vendor. Vendor shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Vendor’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Vendor’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Vendor shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty-four (24) hours’ notice. The audit provisions shall not apply to fixed prices, or fixed unit rates or fixed percentage markup.

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

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

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

7. Taxpayer Identification Number. Vendor shall provide City with Vendor’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.

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

EXHIBIT C

INSURANCE REQUIREMENTS
Vendor 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 Vendor, their agents, representatives, or employees or subcontractors.

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

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

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

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

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

2. Limits of Insurance. Vendor shall maintain limits of:

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

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

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

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

3. NOT USED

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

A. The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Vendor; products and completed operations of the Vendor; premises owned, occupied or used by the Vendor; or automobiles owned, leased hired or borrowed by the Vendor but only in respect of work performed by or on behalf of the named insured, Vendor, and only to the extent that the additional insured is held liable for the negligence or other culpability of Vendor Coverage under Vendor's policy does not extend to liability arising out of the additional insured's own negligence. 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 Vendor'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 Vendor's insurance and shall not contribute with it.

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

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

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

F. The General Liability and B. Automobile Liability policies required hereunder shall be endorsed to state that the carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Vendor’s Professional Services Agreement (Revised 01.2019) Page 3 of 3 Exhibit C – Insurance Requirements
performance under this Agreement but only to the extent that the City, its officers, officials, employees, agents and volunteers are provided protection as an additional insured.

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

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

7. Subcontractors. Vendor 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 Vendor if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Vendor otherwise ceases to be insured as required herein.

SUEZ Treatment Solutions Inc.
600 Willow Tree Road
Leonia, NJ 07605, USA,
Tel: +1 201 676 2525

1 Model CFV - 10 Ozone Generator Vessels

Item A Ozone Generators Vessels:

Item B Spare Parts:

Quantity Description
30 Dielectrics
20 Fuses
20 Vessels Internals

TO: Joshua Dozier
City of Vallejo
[email protected]
TEL: +(707) 333-0088
CC: FAX:

FR: SUEZ Ozonia®
Jawad Jawabreh
ONA#: J22-258Q Rev.1

TEL: (973) 851-0155 (Cell)
FAX: (201) 346-5460
EMAIL: [email protected]
RE: CFV10 Vessels Replacement
City of Vallejo
PAGE 1 of 7 DATE May 2, 2023
Quantity Description
3 CFV - 10 Ozone Generator Vessels
Model CFV-10 Ozone Generator Vessels Replacement.

2 Optional Site Services:

Quantity Description
Commissioning &
Service
6 days of on-site commissioning service and training included

Budget Selling Price (Items A-B): US $255,000

Optional Site Service: US $19,070

Total Price: US $274,070

Delivery: Approximately 18 to 24 weeks after approval of shop drawings.

Check with factory.

Additional Service

Any Additional service start up and Training Service are not included in our price. Field service can be contracted at a rate of US$ 1,485.00 per day, portal to portal, plus expenses.

3 NOTES and CLARIFICATIONS

1. Ozonia does not offer installation services. Installation and connections to utilities and proposed or existing piping are not included in our offering.

2. All equipment and documentation is manufacturer’s standard.

3. All equipment is shipped loose for field installation by others.

4. The ozone generator is factory tested to the fullest extent possible.

5. Proposal is for replacement of existing ozone generators and field instruments and valves as detailed above. Replacement of any other existing ozone system equipment has not been included at this time.

6. All ozone gas piping must conform to ozone / oxygen material and cleaning requirements and is the responsibility of others.

TERMS

 Payment: Net 30 days from the delivery
 FOB: Ashland, Virginia, USA; Freight Included
 Validity: 60 days
 Equipment Warranty: One year after start up or 18 months after delivery, whichever comes first

 Buyer is responsible for all federal, state, provincial, and local taxes and duties and sales tax unless certificate of tax exemption is presented with order

4 SUEZ TREATMENT SOLUTIONS INC. TERMS AND CONDITIONS OF SALE

1. ENTIRE AGREEMENT. The Terms and Conditions of Sale set forth herein, and any supplements which may be attached hereto, constitute the full and final expression of the contract (the “Contract”) for the sale of equipment or services (hereinafter referred to as ”Equipment”) Purchaser, and supersedes the terms and conditions of any request for proposal or request for quotations, specifications, quotations, purchase orders, correspondence or communications whether written or oral between the Purchaser and SUEZ Treatment Solutions Inc. . No amendment or modification hereto nor any statement, representation or warranty not contained herein shall be binding on SUEZ Treatment Solutions Inc unless made in writing and signed by an authorized representative of SUEZ Treatment Solutions Inc Prior dealings, usage of the trade or a course of performance shall not be relevant to determine the meaning of this Contract.

2. TAXES. The Purchase Price does not include any state or local sales or use taxes.

3. PAYMENT. Payment shall be net thirty (30) days in accordance with the milestone payment schedule set forth in SUEZ Treatment Solutions Inc’s proposal.

4. RISK OF LOSS. Risk of loss or damage to the Equipment, or any part thereof, shall pass to Purchaser upon delivery of the Equipment or part to Purchaser at the delivery point stated in SUEZ Treatment Solutions Inc’s proposal.

5. EXCUSABLE DELAY. SUEZ Treatment Solutions Inc shall not be liable for any delay in performance or failure to perform due to any cause beyond OZONIA's reasonable control including, fire, flood, or any other act of God, strike or other labor difficulty, any act, instructions, directions or omission to act of any civil or military authority or of the Purchaser, Owner, or Engineer, change in laws, any insurrection, riot, embargo, unavailability or delays in transportation or car shortages. In the event SUEZ Treatment Solutions Inc 's performance is delayed by any of the foregoing causes, SUEZ Treatment Solutions Inc 's schedule for performance shall be extended accordingly without penalty. If Purchaser’s, Owner’s, or Engineer’s actions delay SUEZ Treatment Solutions Inc 's performance, Purchaser shall pay SUEZ Treatment Solutions Inc any additional costs incurred by SUEZ Treatment Solutions Inc resulting from such delay and shall also pay SUEZ Treatment Solutions Inc’s invoice for any stored Equipment, or any part thereof, as if they had been delivered in accordance with the milestone schedule.

6. PROPRIETARY INFORMATION. All information, plans, drawings, tracings, specifications, programs, reports, models, mock- ups, designs, calculations, schedules, technical information, data, manuals, proposals, CADD documents and other materials, including those in electronic form (collectively the “Instruments of Service”) prepared and furnished by SUEZ Treatment Solutions Inc for use solely with respect to this Project. SUEZ Treatment Solutions Inc shall be deemed the author and owner of these Instruments of Service and shall retain all common law, statutory and other reserved rights, including copyrights. The Purchaser, Engineer, or Owner shall not use these Instruments of Service for future additions or alterations to this Project or for other projects, without the prior written agreement by SUEZ Treatment Solutions Inc. The Instruments of Service furnished by SUEZ Treatment Solutions Inc are proprietary to SUEZ Treatment Solutions Inc, submitted in strict confidence and shall not be reproduced, transmitted, disclosed or used in any other manner without SUEZ Treatment Solutions Inc 's written authorization.

7. INSPECTION BY PURCHASER. Purchaser may inspect the Equipment at the point of manufacture, provided that such inspection is arranged and conducted so as not to unreasonably interfere with SUEZ Treatment Solutions Inc 's or the manufacturer's operations.

8. WARRANTY OF TITLE. SUEZ Treatment Solutions Inc warrants and guarantees that upon payment title to all Equipment covered by any invoice submitted to Purchaser will pass to Purchaser free and clear of all liens.

9. WARRANTY. SUEZ Treatment Solutions Inc warrants that its Equipment shall conform to the description contained in SUEZ Treatment Solutions Inc’s proposal and be free from defects in material and workmanship for a period of one (1) year from date its Equipment is initially placed in operation or eighteen (18) months from date its Equipment is shipped, whichever occurs first. Upon SUEZ Treatment Solutions Inc’s receipt of written notice within thirty (30) days of discovery of any defect, and a determination by SUEZ Treatment Solutions Inc that such defect is covered under the foregoing warranty, SUEZ Treatment Solutions Inc shall, at its option, repair or replace the defective part or parts, f.o.b. factory. This warranty does not cover failure or damage due to storage, installation, operation or maintenance not in conformance with SUEZ Treatment Solutions Inc’s written instructions and requirements 5 or due to accident, misuse, abuse, neglect or corrosion. This warranty does not cover reimbursement for labor, gaining access, removal, installation, temporary power or any other expenses that may be incurred with repair or replacement. SUEZ Treatment Solutions Inc shall have no responsibility for the condition of primed or finish painted surfaces after the Equipment leaves its point of manufacture.

Field touch-up of shop primed or painted surfaces are normal and shall be at Purchaser’s or Owner's expense. Unless otherwise specifically provided for herein, SUEZ Treatment Solutions Inc provides no other of product performance or process results.

Correction of non-conformities in the manner and for the period of time provided above shall constitute SUEZ Treatment Solutions Inc’s sole liability and purchaser’s exclusive remedy for failure of SUEZ Treatment Solutions Inc to meet its warranty obligations, whether claims of purchaser are based in contract, tort (including negligence or strict liability), or otherwise. THE FOREGOING

WARRANTIES ARE EXCLUSIVE, AND IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. BACKCHARGES. SUEZ Treatment Solutions Inc shall not be liable for any charges incurred by Purchaser for work, repairs, replacements or alterations to the Equipment, without SUEZ Treatment Solutions Inc 's prior written authorization, and any adverse consequences resulting from such unauthorized work shall be Purchaser's full responsibility.

11. LIQUIDATED DAMAGES. Any liquidated damages clauses for failure to meet shipping or job completion promises are not acceptable or binding upon SUEZ Treatment Solutions Inc, unless such clauses are specifically accepted in writing by an authorized representative of SUEZ Treatment Solutions Inc at its headquarters office.

12. LIMITATION OF LIABILITY. Neither party shall be liable to the other party for any special, indirect, incidental, consequential, or punitive damages arising from their obligations under this Contract, whether such damages are based upon breach of contract, breach of warranty, tort, strict liability or otherwise. Excluding SUEZ Treatment Solutions Inc.’s third party indemnity obligations for death and bodily injury, Gross Negligence or Willful Misconduct and liability for breach of confidentiality, in no event shall SUEZ Treatment Solutions Inc.’s liability exceed the purchase price of the Equipment or parts of the Equipment on which such liability is based.

13. CANCELLATION BY PURCHASER. If Purchaser cancels this Contract or refuses to accept delivery of the Equipment, Purchaser shall be liable to SUEZ Treatment Solutions Inc for reasonable costs incurred by SUEZ Treatment Solutions Inc including, cancellation charges, administrative costs, and commissions to sales representatives for all work performed or in process up to the time of cancellation or refusal to accept delivery.

14. DEFAULT BY PURCHASER. In the event Purchaser should breach its obligations under this Contract or if the Project is suspended or delayed for more than 120 cumulative days, then SUEZ Treatment Solutions Inc may, without prejudice to any other right or remedy it may have at law or equity, terminate this Contract or suspend performance if Purchaser fails to cure such breach within thirty (30) days of written notice. In such event, SUEZ Treatment Solutions Inc shall be paid for all work performed prior to termination/suspension, including all costs related to the termination/suspension. If payments are not made in accordance with the terms contained herein, a service charge may, without prejudice to the right of SUEZ Treatment Solutions Inc to immediate payment, be added in an amount equal to the lower of 1.5% per month or fraction thereof or the highest legal rate on the unpaid balance. Purchaser shall reimburse SUEZ Treatment Solutions Inc for all attorney’s fees and costs related to collection of past due amounts.

15. DEFAULT BY SELLER. In the event of any default by SUEZ Treatment Solutions Inc and prior to Purchaser terminating the work for default, Purchaser shall give written notice of default to SUEZ Treatment Solutions Inc. SUEZ Treatment Solutions Inc shall remedy the default to the reasonable satisfaction of the Purchaser within thirty (30) days of receipt of such written notice or, if such default cannot reasonable be remedied within such thirty (30) day period, SUEZ Treatment Solutions Inc shall promptly begin to remedy the default within the thirty (30) day period and thereafter diligently prosecute to conclusion all acts necessary to remedy the default, in which event such default shall be deemed to be remedied.

16. PATENT AND COPYRIGHT INFRINGEMENT. SUEZ Treatment Solutions Inc shall defend any action or proceeding brought against Purchaser based on any claim that the Equipment infringes any United States patent or copyright, provided the Equipment is used in the manner specified and is not modified, altered, or combined with any other equipment without SUEZ Treatment Solutions Inc’s prior written permission. Purchaser shall give prompt written notice to SUEZ Treatment Solutions Inc of any such action or proceeding and will reasonably provide authority, information and assistance (at Purchaser’s expense) in the defense of same. If Purchaser is enjoined from the operation or use of the Equipment, SUEZ Treatment Solutions Inc shall take reasonable steps to procure the right to operate or use the Equipment. If SUEZ Treatment Solutions Inc cannot so procure such right within a reasonable time, SUEZ Treatment Solutions Inc shall promptly, at SUEZ Treatment Solutions Inc’s option and expense, (i) modify the Equipment so as to avoid infringement of any such patent or copyright, (ii) replace said Equipment with equipment that does not infringe or violate any such patent or copyright, or (iii) as a last resort, remove the Equipment and refund the purchase price.
6 17. INDEMNITY. To the extent and proportion of its negligence, SUEZ Treatment Solutions Inc will indemnify and hold Purchaser harmless for any claims, damages, suits, or losses by third parties for death or bodily injury or damage to tangible property (other than to the Equipment itself) directly caused by SUEZ Treatment Solutions Inc’s performance under this Contract.

18. GOVERNING LAW/JURISDICTION. This Contract shall be governed by, interpreted and enforced in accordance with the laws applicable in the state where the jobsite is located, without regard to any conflicts of law principles thereof. Any dispute that cannot be resolved amicably by the Parties shall be referred to the federal or state courts having jurisdiction over the jobsite. The Parties irrevocably waive the right to request trial by jury.

19. NOTICES. Unless otherwise provided, any notices to be given hereunder shall be given in writing at the address and to the representatives mentioned in the Contract Documents and shall be deemed effectively given (i) upon personal delivery to the party to be notified, (ii) on confirmation of receipt by fax by the party to be notified, (iii) one business day after deposit with a reputable overnight courier, prepaid for overnight delivery and addressed as set forth herein, or (iv) three days after deposit with the U.S Post Office, postage prepaid, registered or certified, with return receipt requested.

20. ASSIGNMENT/SUCCESSORSHIP. Neither SUEZ Treatment Solutions Inc. nor Purchaser may assign this Contract without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Any prohibited assignment shall be null and void. OZONIA and Purchaser intend that the provisions of this Contract are binding upon the parties, their employees, agents, heirs, successors and assigns.

21. SEVERABILITY. If any term, condition or provision of this Contract or the application thereof to any party or circumstance shall at any time or to any extent be invalid or unenforceable, then the remainder of this Contract, or the application of such term, condition or provision to parties or circumstances other than those which it is held invalid or unenforceable, shall not be affected thereby, and each term, condition and provision of this Contract shall be valid and enforceable to the fullest extent permitted by law.

22. NO WAIVER. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Contract or to exercise any right under this Contract shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect.

7 Very truly yours,

SUEZ TREATMENT SOLUTIONS

Jawad Jawabreh
Application Engineer

PURCHASER’S ACCEPTANCE:

Company Name: ___________________________________
By: ___________________________________
Title: ___________________________________
Date: ___________________________________

SUEZ Treatment Solutions Inc.
600 Willow Tree Road
Leonia, NJ 07605, USA,
Tel: +1 201 676 2525

1 Model CFV - 10 Ozone Generator Vessels

Item A Ozone Generators Vessels:

Item B Spare Parts:

Quantity Description
30 Dielectrics
20 Fuses
20 Vessels Internals

TO: Joshua Dozier
City of Vallejo
[email protected]
TEL: +(707) 333-0088
CC: FAX:

FR: SUEZ Ozonia®
Jawad Jawabreh
ONA#: J22-258Q Rev.1

TEL: (973) 851-0155 (Cell)
FAX: (201) 346-5460
EMAIL: [email protected]
RE: CFV10 Vessels Replacement
City of Vallejo
PAGE 1 of 7 DATE May 2, 2023
Quantity Description
3 CFV - 10 Ozone Generator Vessels
Model CFV-10 Ozone Generator Vessels Replacement.

2 Optional Site Services:

Quantity Description
Commissioning &
Service
6 days of on-site commissioning service and training included

Budget Selling Price (Items A-B): US $255,000

Optional Site Service: US $19,070

Total Price: US $274,070

Delivery: Approximately 18 to 24 weeks after approval of shop drawings.

Check with factory.

Additional Service

Any Additional service start up and Training Service are not included in our price. Field service can be contracted at a rate of US$ 1,485.00 per day, portal to portal, plus expenses.

CONSENT CALENDAR 8.K.

DATE: June 27, 2023
TO: Mayor and Members of the City Council
FROM: Beth Schoenberger, Warter Director
Kent Carothers, Water Engineering Manager
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN EQUIPMENT PURCHASE AGREEMENT WITH PSI WATER TECHNOLOGIES, INC. TO PROVIDE A MICROCLOR® MC-80 ON-SITE HYPOCHLORITE GENERATION SYSTEM IN AN AMOUNT NOT TO EXCEED $225,000 THROUGH JUNE 30, 2024

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute an Equipment Purchase Agreement with PSI Water Technologies, Inc., to provide a Microclor® MC-80 On-Site Hypochlorite Generation System in an amount not to exceed $225,000 through June 30, 2024 with a one-year extension option.

REASONS FOR RECOMMENDATION
The City of Vallejo Green Valley Water Treatment Plant (GVWTP) uses chlorination for disinfection of the drinking water which requires a hypochlorite chlorine generation system for chlorine production. The existing equipment manufacturer is unable to accommodate needs for replacement parts or service, and the existing equipment is oversized for the available space, making maintenance and repairs extremely difficult. The only other vendor that meets specifications is PSI Water Technologies. Because of these constraints, and the existence of only one alternative vendor, it is necessary for the Water Department to secure an equipment purchase agreement with PSI Water Technologies to provide a Microclor® MC-80 On-Site Hypochlorite Generation System at the GVWTP.

BACKGROUND AND DISCUSSION
The Green Valley Water Treatment Plant (GVWTP) has an aging chlorination system and requires new equipment to replace the existing chlorine production equipment. The existing equipment manufacturer is unable to provide replacement parts in a timely manner and is over-sized for the existing equipment room. The existing manufacturer is also a European company which creates difficulty in locating and creating specifications for parts available locally due to their utilization of the metric system for parts specifications.

Due to the complexity of this equipment and the problematic issues with the current manufacturer, Water Department staff reached out to neighboring water agencies for recommendations on similar equipment for hypochlorite chorine generation. Based on these communications, a local industry standard provider was identified that is well suited for Vallejo’s existing chlorination system at the GVWTP: PSI Water Technologies.

PSI Water Technologies is a local company, provides the equipment that functions in our existing engineered system, meets specific size constraints, and is readily prepared to service or replace parts as needed. Per the City of Vallejo Purchasing Manual Section 4.7 Item 1.e., it is in the best interest of the City to continue using this specialized equipment as any alterations would require costly and extensive system reengineering and building construction to accommodate alternative equipment to function in the Lakes Water System water treatment operations.

FISCAL IMPACT

Date: June 27, 2023
Subject: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN EQUIPMENT PURCHASE AGREEMENT WITH PSI WATER TECHNOLOGIES, INC.

TO PROVIDE A MICROCLOR® MC-80 ON-SITE HYPOCHLORITE GENERATION SYSTEM IN AN AMOUNT NOT TO EXCEED $225,000 THROUGH JUNE 30, 2024

This Equipment Purchase Agreement is for a not to exceed amount of $225,000 through June 30, 2024 with a one-year extension option. This equipment purchase is funded through 2021A Water Bond Funds through water project number WT7031. There will be no fiscal impact on the General Fund.

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. bas_PSI - Reso for Equipment Purchase Agreement_REV CAO STAMP

2. PSI - Equipment Purchase Agreement_Draft (3) CAO STAMP

3. PSI - Attachment 1 Exhibit B

CONTACT
Beth Schoenberger, Water Director, 707-648-5439
[email protected]

Approved as to form:

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

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

CITY MANAGER TO EXECUTE AN EQUIPMENT PURCHASE AGREEMENT WITH PSI WATER TECHNOLOGIES, INC. FOR A MICROCLOR® MC-80 ON-SITE HYPOCHLORITE

GENERATION SYSTEM
WHEREAS, the City of Vallejo Green Valley Water Treatment Plant (GVWTP) is a drinking water treatment facility, treating source water including disinfection processes, to meet water quality requirements; and
WHEREAS, the GVWTP’s existing hypochlorite generation system equipment is aging and the existing vendor cannot meet demand for replacement parts and services, and, due to this European vendor’s use of the metric system, locally-sourced parts are difficult to specify accurately and obtain; and
WHEREAS, the existing vendor’s equipment is oversized for the space available; and WHEREAS, PSI Water Technologies, Inc. is the only other company that manufactures a hypochlorite generation system that the GVWTP system requires, specifically the Microclor® chlorine production equipment; and
WHEREAS, the City of Vallejo Water Department has communicated with other local agencies that require hypochlorite system specifications similar to Vallejo’s and have identified that PSI Water Technologies, Inc. equipment has a proven track record for equipment and services and meets all necessary specifications; and
WHEREAS, an equipment purchase agreement between the City of Vallejo Water Department and PSI Water Technologies, Inc. is needed to enable the Water Department to continue to perform water treatment services at Vallejo’s Green Valley Water Treatment Plant.

NOW THEREFORE, BE IT RESOLVED that the City Council hereby approves the City Manager of the Vallejo City Council to execute an Equipment Purchase Agreement with PSI Water Technologies, Inc. for a Microclor® system in a contract not-to-exceed amount of $225,000.00 and a contract end date of June 30, 2024, with a one-year extension option.

ADOPTED BY THE CITY COUNCIL OF THE CITY OF VALLEJO at a regular meeting held on June 27, 2023, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_________________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST: _________________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Equipment Purchase Agreement (Rev. 2017) 1
Approved as to form:

By: for
Veronica Nebb, City Attorney

EQUIPMENT PURCHASE AGREEMENT
This Equipment Purchase Agreement ("Agreement") is made at Vallejo, California, dated for reference this 10th day of March, 2023, by and between the City of Vallejo, a municipal corporation ("City"), and PSI Water Technologies, Inc., a California corporation, hereinafter referred to as “Vendor,“ who agree as follows:

1. Products. Subject to the terms and conditions set forth in this Agreement, Vendor shall provide the City products as specified in Exhibit A, entitled “Equipment.”

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

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

4. Indemnification. Vendor shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all third party claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, Vendor’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 Vendor’s operations, or any subcontractor’s operations, to be performed under this agreement for Vendor’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to tangible property (other than to the materials supplied themselves), including loss of use thereof, to the extent caused or alleged to be caused by any negligent act or omission of Vendor, 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, but not to the extent caused by the negligence or willful misconduct of the City or of any third party. Vendor’s indemnification obligations under or in connection with this Agreement are contingent on the indemnitee (i) promptly providing written notice to of any indemnified claim, and (ii) cooperating in the defense of any indemnified claim. Vendor shall select counsel to be approved by City (which approval will not be unreasonably withheld or delayed), and Vendor shall otherwise control the defense of any indemnified claim.

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

Equipment Purchase Agreement (Rev. 2017) 2

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

6. Accident Reports. Vendor shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence at the jobsite 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. Vendor warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Vendor’s family, business, real property or financial interests and the materials to be provided under this Agreement. Vendor 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 Vendor’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 Vendor shall disclose such conflict in writing to City.

8. Licences, Permits, Etc. Vendor represents and warrants to City that all Vendor materials shall be provided by a person or persons duly licensed by the State of California to provide the type of materials to be performed under this Agreement.

9. Business License. Vendor, and its subcontractors, has obtained or agrees to apply prior to performing any materials 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 Vendor until such business license(s) has been obtained.

10. Standard of Performance. Vendor shall provide all materials required pursuant to this Agreement in accordance with generally accepted practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Vendor’s industry currently practicing in California.

Vendor 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.

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

Equipment Purchase Agreement (Rev. 2017) 3

11. Warranty.

Vendor warrants the principal components of the Microclor® system identified in the Warranty Attachment hereto, which is incorporated herein by this reference (the “Warranty Attachment) as set forth in such Warranty Attachment. Vendor warrants that its performance hereunder will meet the standard set forth in the first paragraph of Section 10 above and that all other products supplied hereunder (each, a “Product”) will be free from defects in material and workmanship for 12 months from initial operation or 18 months from shipment, whichever is earlier (the “Warranty Period”). Vendor’s warranties are conditioned on (i) the Product being stored, installed, started-up, operated and maintained in accordance with Vendor's instructions; (ii) no repairs, modifications or alterations being made to the Product other than by Vendor or its authorized representatives; (iii) Purchaser providing prompt written notice of any warranty claims within the Warranty Period; (iv) Vendor’s verification of the claimed breach of warranty; and (v) at Vendor's discretion, Purchaser either removing and shipping the Product or non-conforming part thereof to Vendor, at Purchaser's expense, or Purchaser granting Vendor access to the Product at all reasonable times and locations to assess the warranty claims. Vendor’s warranties do not apply to software and do not cover ordinary wear and tear.

If the claimed breach of warranty is verified by Vendor, then, as the sole and exclusive remedy of Purchaser, Vendor will, at Vendor’s sole option (a) repair the applicable Product or component free of charge, or (b) replace the applicable Product or component free of charge F.O.B. Purchaser’s facility. The warranty on repaired or replaced Products or component parts is limited to the remainder of the original Warranty Period. Purchaser shall be responsible for (x) any labor required to gain access to the Product or component or so that Vendor can assess the available remedies; and (y) all costs of installation of repaired or replacement Products or components. THE WARRANTIES SET FORTH IN THIS SECTION 11 AND IN THE WARRANTY ATTACHMENT ARE INTENDED TO BE VENDOR’S SOLE AND EXCLUSIVE WARRANTIES WITH RESPECT TO THE PRODUCTS AND VENDOR’S WARRANTIES ARE SUBJECT TO ANY PROVISION HEREIN LIMITING VENDOR’S LIABILITY. VENDOR MAKES NO OTHER WARRANTY

OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS,

INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR

FITNESS FOR PURPOSE, OR ANY WARRANTIES THAT MIGHT ARISE FROM COURSE OF DEALING OR USAGE OF TRADE. NOTWITHSTANDING THE

FOREGOING, IF IT IS ALLEGED OR DETERMINED THAT VENDOR HAS MADE ANY

OTHER WARRANTIES, SUCH OTHER WARRANTIES SHALL BE SUBJECT TO ALL

THE CONDITIONS, LIMITATIONS AND PROCEDURES SET FORTH IN THIS SECTION 11, THE WARRANTY ATTACHMENT, AND ANY PROVISION HEREIN LIMITING VENDOR’S LIABILITY.

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or Equipment Purchase Agreement (Rev. 2017) 4
stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Vendor is unable to meet the completion date or schedule of materials, Vendor 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. Term. The term of this Agreement shall commence upon issuance of purchase order and shall continue in full force and effect until June 30, 2024.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo. If funds to effect such continued payment are not appropriated, Vendor agrees to terminate any materials supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

15. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate this Agreement by giving notice to Vendor.

Upon receipt of a notice of termination, Vendor shall provide not materials except as specified in the notice. Before the date of termination, Vendor 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 Vendor for work performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all materials 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 work performed shall be based on an amount mutually agreed to by City and Vendor for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Vendor 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.

16. Assignment and Subcontracting. Vendor 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.

17. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, Equipment Purchase Agreement (Rev. 2017) 5
successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

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

Vendor 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.

19. 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: Beth Schoenberger
Water Director
City of Vallejo – Water Department
202 Fleming Hill Road
Vallejo, CA 94589
If to Vendor: General Manager
PSI Water Technologies, Inc.
550 Sycamore Drive
Milpitas, CA 95035
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.

20. 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.

Equipment Purchase Agreement (Rev. 2017) 6

21. 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.

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

23. 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.

24. 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.

25. 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.

26. 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.

27. Compliance with Laws. Vendor will comply with all statutes, regulations and ordinances in the performance of all work under this Agreement.

28. News and Information Release. Vendor 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.

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

30. 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.

31. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise. Any person Equipment Purchase Agreement (Rev. 2017) 7
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.

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

33. Limitation of Liability. Notwithstanding anything else to the contrary, (i) Vendor will not be liable for any consequential, incidental, special, punitive or other indirect damages, and (ii) Vendor’s total liability arising at any time for claims covered by Vendor’s indemnification obligations in Section 4 above or otherwise paid by the insurance required under Exhibit C will not exceed the limits of the coverage required under Exhibit C (collectively “Insured Claims”), and (iii) Vendor’s total liability arising at any time for any claims in connection with the sale or use of the materials and services to be furnished hereunder other than Insured Claims will not exceed the purchase price paid hereunder. These limitations apply whether the liability is based on contract, tort, strict liability, failure of essential purpose, or any other theory. The remedies set forth in this Agreement are intended to constitute a complete allocation of the risks between the parties, and City acknowledges that it is knowingly limiting the remedies that might otherwise be available to it.

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

Exhibit A, entitled “Equipment,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments [SIGNATURES ON FOLLOWING PAGE]
Equipment Purchase Agreement (Rev. 2017) 8
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

PSI WATER TECHNOLOGIES, INC.
a California corporation
By:

Guy Chadwell
Vice President and General Manager
DATE:

Vallejo Business License No.
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By:

Mike Malone
City Manager
DATE:

ATTEST:

By:

Dawn G Abrahamson
City Clerk
APPROVED AS TO CONTENT:

By:

Beth Schoenberger
Water Director
APPROVED AS TO FORM:

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

Armond Sarkis
Risk Manager
Equipment Purchase Agreement (Rev. 2017) 9

WARRANTY ATTACHMENT
FOR
MICROCLOR® ON-SITE HYPOCHLORITE SYSTEM COMPONENTS
I. Incorporation and Definitions. This Warranty Attachment is incorporated into, and made a part of, the Equipment Purchase Order between the City of Vallejo, California (“Purchaser”) and PSI Water Technologies, Inc. dated as of March 10, 2023 (the “Agreement”). All capitalized terms used in this Warranty Attachment have the meanings assigned to them in the Agreement. This Warranty Attachment sets forth Vendor’s warranty with respect to the following principal components of the Microclor® onsite sodium hypochlorite system supplied by Vendor (the “System”): electrolytic cells (including electrolytic cell bodies, the “Electrolytic Cells”), brine pump, rectifier, rotometers installed on the generator skid, Microclor control panel, and the master panel for the Microclor skids (the “Principal Components”). All other components of or accessories to the System are covered by the warranty set forth in Section 11 of the Agreement.

II. Warranty Statement.

A.Basic Warranty. Vendor warrants for a period of 36 months from the date of start-up of the System incorporating the Principal Components, or 42 months from the date of shipment of the Principal Components, whichever is earlier (the “Basic Warranty Period”), that the Principal Components will be free from defects in material and workmanship (the “Basic Warranty”).

If the claimed breach of warranty is verified by Vendor, then, as the sole and exclusive remedy of the Purchaser for breach of the Basic Warranty, Vendor will, at Vendor’s sole option (i) repair the defective Principal Component free of charge, or (ii) replace the applicable Principal Component free of charge F.O.B. Purchaser’s facility. Repaired or replacement Principal Components are warranted in accordance with the terms of this warranty for the remainder of the Basic Warranty Period.

B.Pro-Rated Warranty for Electrolytic Cells. In addition to the Basic Warranty set forth above, Vendor warrants for a period of 48 months commencing at the end of the Basic Warranty Period (the “Pro-Rated Warranty Period”), that the Electrolytic Cells (including Electrolytic Cells repaired or replaced during the Basic Warranty Period) will be free from defects in material and workmanship (the “Pro-Rated Warranty”). If the claimed breach of warranty is verified by Vendor, then, as Purchaser’s sole and exclusive remedy for the breach of the Pro-Rated Warranty, Vendor will, at Purchaser’s option and subject to Purchaser’s payment of the prorated Cell Replacement Price (as defined below), either (i) repair the defective Electrolytic Cell (a “Refurbished Cell”) and return the Refurbished Cell to Purchaser F.O.B. Purchaser’s facility, or (ii) replace the defective Electrolytic Cell with a new, unused Electrolytic Cell (a “Replacement Cell”) F.O.B. Purchaser’s facility. Cell Replacement Price means (i) for a Refurbished Cell, the amount quoted in writing by Vendor for the repair following Vendor’s inspection of the defective Electrolytic Cell, and (ii) for a Replacement Cell, the Vendor’s list price for a new, unused Electrolytic Cell at the time of replacement. The prorated portion of the Cell Replacement Price to be paid by Purchaser with respect to defects reported during the Pro-Rated Warranty Period shall be calculated as follows:
[Number of full months (but not to exceed 84) elapsed since the commencement of the Basic Warranty Period ÷ 84] × Cell Replacement Price
Vendor warrants each Refurbished Cell in accordance with Vendor’s Microclor® Refurbished Cell Warranty, a copy of which will be furnished upon request.

Vendor warrants each Replacement Cell in accordance with Vendor’s Microclor® Replacement Cell Warranty, a copy of which will be furnished upon request.

C. Warranty Conditions. The warranties in this Part II are subject to the provisions, and to compliance with the warranty claim procedure, set forth below.

Equipment Purchase Agreement (Rev. 2017) 10
III. Conditions and Limitations of Vendor’s Warranties.

A. Vendor’s warranties:
(i) apply only when the Principal Components are handled, stored, and tested in accordance with Vendor’s written guidelines; and
(ii) are conditioned upon Vendor’s verification of the claimed breach of warranty.

B. Vendor is not responsible for any costs incurred in connection with the removal or reinstallation of Principal Components or for costs incurred by Purchaser to enable Vendor to gain access to the Principal Components to be repaired or replaced.

C. Vendor reserves the right to test the allegedly defective Principal Component on the premises of Purchaser or to request the Purchaser to perform such inspections or tests and forward the results thereof to Vendor.

D. Vendor’s warranties shall be null and void if Purchaser fails or refuses to fully disclose to Vendor the conditions of the influent to, or use and operating parameters of, the System.

IV. Exclusions from Vendor’s Warranties. Vendor’s warranties do not cover and Vendor will not be liable for:

A. Any defect or failure caused by faulty installation (if installation is not performed by Vendor), misapplication, misuse, failure to start-up, maintain or operate the System or the Principal Components in accordance with the Vendor’s instructions or guidelines, accident, or tampering.

B. Accidental and/or external caused damages and damages caused by improper use, including but not limited to damage caused by operation and/or exposure of the System or Principal Components to conditions outside of the instructions and conditions listed in the O&M Manual, Vendor`s product datasheets, or in the project specifications.

C. Expendable parts and components other than Electrolytic Cells (e.g., spacers, gaskets, mechanical fasteners).

D. Any defects or faults caused by, or resulting from, inaccurate or incomplete operating process information / process operating parameters, or work performed by Purchaser or its employees or agents.

E. Any damage due to continued operation after discovery of an alleged defect.

F. Any damage or operational deficiency caused by the existence or occurrence of any of the following conditions:
(i) Failure of the raw water supply to the water softener to be potable. (ii) Exposure of the System or the Principal Components to ambient air temperatures outside the range of 35°F - 90°F.
(iii) Exposure of the System or the Principal Components to the elements or other harmful site-related environmental conditions, including without limitation rain, direct sunlight, coastal atmospheric conditions, and corrosive chemicals or agents.
(iv) Use of salt that does not meet Vendor’s specifications. (v) Unauthorized repairs, modifications, or alterations to the System or Principal Components or to the PLC program.

V. Warranty Claim Procedure. Before returning any Principal Component to Vendor for warranty examination, whether under the Basic Warranty or the Extended Warranty, Vendor must be contacted to obtain return authorization.

Equipment Purchase Agreement (Rev. 2017) 11
Any Principal Component shipped to Vendor’s facility without return documentation will be returned to shipper unopened, freight collect. The following procedure shall be followed to determine warranty protection:

A. Purchaser shall send a written notice to Vendor within a reasonable period following discovery of the alleged defect and in any case within 30 days following the end of the applicable warranty period or else the claim is waived.

B. Purchaser shall submit all relevant operating data requested by the Vendor within a reasonable period of time following Vendor’s request.

C. The Vendor will be provided a reasonable time to review the data and make initial recommendations in writing for further evaluation of the claim.

D. Purchaser will make all reasonable efforts to execute and implement the Vendor’s recommendations and collect, record, and submit all relevant data resulting from these recommendations.

E. In the event Vendor’s initial recommendations do not address and solve the warranty issues, Purchaser will grant Vendor access to the System and the Principal Components and a reasonable period of time to perform inspection, testing and evaluation of System and Principal Component conditions and performance or Purchaser will perform such inspections or tests as Vendor shall request and forward the results thereof to Vendor.

F. In the event Vendor’s recommendations solve the warranty issues, the warranty claim will be deemed resolved and withdrawn.

G. If Purchaser fails to follow Vendor’s recommendations, the warranty claim will be deemed resolved and withdrawn.

H. Upon Vendor’s request, any allegedly defective Principal Component shall be returned to Vendor at Purchaser’s expense, as applicable. Reasonable, documented return freight cost will be reimbursed by Vendor if a covered warranty defect is confirmed.

VI. Purchaser’s Responsibilities. Purchaser shall ensure that operation, maintenance and performance data for the System and Principal Components are routinely recorded in a systematic format. Such information shall be made available to Vendor in the event a claim is made against Vendor pursuant to the foregoing warranties. Failure to maintain or supply such information shall invalidate the Basic and Extended Warranties.

VII. Payment for Non-Warranty Services and Products. If the Principal Component failure is determined to be from a cause other than breach of warranty or is not covered by Vendor’s warranties for any of the reasons set forth above or otherwise, Purchaser shall pay to Vendor a fee of $1,500 per day plus direct travel expenses incurred by Vendor's employees in connection with any inspection, testing or repair of such Principal Component on Purchaser’s premises. Principal Components shipped to Vendor for warranty examination must be shipped freight prepaid, such freight to be reimbursed as provided in Part V.H. above. Principal Components examined as part of a warranty claim which are found not to be defective will be returned to Purchaser freight collect.

Equipment Purchase Agreement (Rev. 2017) Page 1 of 3
Exhibit A

EXHIBIT A

EQUIPMENT

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

John Palesi
Water Facilities Superintendent
City of Vallejo – Water Department
202 Fleming Hill Road
Vallejo, CA 94589
(707) 648-4519
[email protected]
The Consultant’s Representative for this Agreement is:

Ethan Brooke
Regional Sales Manager
550 Sycamore Drive
Milpitas, CA 95035
(917) 501-7358
[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. Equipment to be Provided. The equipment provided shall be:
•Microclor® MC-80 On-Site Hypochlorite Generation System Skid-Mounted QTY: 1 ea.
•Skid-Mounted Transformer Rectifier
QTY: 1 ea.
•Skid-Mounted Electrical Control Panel
QTY: 1 ea.
•Cartridge Filters
QTY: 3 ea.

Equipment Purchase Agreement (Rev. 2017) Page 2 of 3
Exhibit A
•Heat Exchanger
QTY: 1 ea.
•Acid Cleaning System
QTY: 1 ea.
•Manufacturer’s Field Services
QTY: Included
•Submittal and Operation & Maintenance Manual
QTY: Included
•FOB Factory, Milpitas, CA with Full Freight Allowed to Jobsite, Vallejo, CA QTY: Included
DILUTION PANEL ADDER:
•Hypochlorite Dilution Panel
QTY: 1 ea.

SPARE PARTS ADDER:
•Spare Parts, consisting of:
o1 cell level switch
o1 cell temperature sensor
o1 brine pump
QTY: 1 ea.

SCOPE OF WORK BY OTHERS AND EXCEPTIONS/CLARIFICATIONS
Sections 1. B “SCOPE OF WORK BY OTHERS” and 1.C.
“CLARIFICATIONS/EXCEPTIONS” of Vendor’s Firm Proposal No. P22-5758 (Rev 2) dated January 20, 2023 (the “Proposal”) are incorporated herein by this reference.

Equipment Purchase Agreement (Rev. 2017) Page 3 of 3
Exhibit A

SCHEDULE
Vendor will furnish submittals and ship the equipment in accordance with the schedule set forth in Section 1.D. of the Proposal.

Equipment Purchase Agreement (Rev. 2017) Page 1 of 3
Exhibit B

EXHIBIT B
Compensation

1.Vendor’s Compensation. City agrees to pay Vendor, at the rate(s) specified below, for those products set forth in Exhibit A of this Agreement, for a total not to exceed Two Hundred and Twenty Five Thousand Dollars and Zero Cents ($225,000.00).

Description Qty Price
•Microclor® MC-80 On-Site
Hypochlorite Generation System
Skid-Mounted
•Skid-Mounted Transformer
Rectifier
•Skid-Mounted Electrical Control
Panel
•Cartridge Filters
•Heat Exchanger
•Acid Cleaning System
•Manufacturer’s Field Services
•Submittal and Operation &
Maintenance Manual
•FOB Factory with Full Freight
Allowed to Jobsite
1 $176,700.00
•Hypochlorite Dilution Panel 1 $5,200.00
•Spare Parts 1 $3,100.00
Equipment
Total $185,000.00
Tax
(8.375%) $15,493.75
Freight/
Crating Included
Contingency $24,506.25
TOTAL $225,000.00

2.Invoicing. Invoices must be submitted in triplicate, itemized as to quantity, part number, and description. In addition, invoices must show the name of the department, division, or section to which the material was delivered, and the City of Vallejo Purchase Order Number.

Equipment Purchase Agreement (Rev. 2017) Page 2 of 3
Exhibit B
All delivery tickets must have a description of the commodity delivered. Mail invoices to the accounts payable section of the department and to the address, as noted on individual purchase orders. Delivery tickets and packing slips will contain the same information as the invoice. All pack slips and delivery tickets must include the receiving employee signature and printed name.

All prices shall be F.O.B. factory with full freight allowed to jobsite, address 202 Fleming Hill Road, Vallejo.

3.Payment. Vendor will invoice Purchaser 20% of the purchase price hereunder on approval of Vendor’s submittals, 75% on shipment and 5% at startup. Payment of all undisputed amounts is due thirty (30) days after Purchaser has approved the invoice, such approval to be deemed given unless Purchaser provides written notice to Vendor within 30 days after receipt of the invoice of the disapproval of any amount included in such invoice and the basis for such disapproval.

Request for payment shall be sent to:

Accounting Clerk
City of Vallejo – Water Department
202 Fleming Hill Road
Vallejo, CA 94589
[email protected]

4.Accounting Records of Vendor. Vendor shall maintain for three (3) years after completion of all materials hereunder, all records under this Agreement, of Vendor’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Vendor shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon at least five business days’ written notice.

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

5.Taxes. Purchaser shall pay all sales tax applicable to the transaction contemplated hereby. Vendor shall pay, when and as due, any and all other taxes incurred as a result of Vendor’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

6.Taxpayer Identification Number. Vendor shall provide City with Vendor’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.

Equipment Purchase Agreement (Rev. 2017) Page 3 of 3
Exhibit B

7.Contingency. The $24,506.25 contingency figure set forth in Section 1 above is not included in the price of the materials originally contemplated by this Agreement. Such contingency is for any additional work by Vendor or other charge arising hereunder as a result of an amendment to the Agreement or otherwise.

Equipment Purchase Agreement (Rev. 2017) Page 1 of 2
Exhibit C

EXHIBIT C

INSURANCE REQUIREMENTS
Vendor 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 hereunder by the Vendor, their agents, representatives, or employees or subcontractors.

1. Minimum Limits of Insurance. Vendor shall maintain limits no less than:

A. General Liability: $1,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

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

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

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

3. Other Insurance Provisions.

A. The insurance is to be issued by companies licensed to do business in the State of California.

B. For any claims related to the equipment provided pursuant to this Agreement, the Vendor'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 Vendor's insurance and shall not contribute with it.

Equipment Purchase Agreement (Rev. 2017) Page 2 of 2
Exhibit C
C. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

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

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

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

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.

5. Verification of Coverage. Vendor 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. Vendor 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 Vendor if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Vendor otherwise ceases to be insured as required herein.

T: (408) 370-6540 M: [email protected] W: 4psi.net

FIRM PROPOSAL

MICROCLOR® ON-SITE

HYPOCHLORITE GENERATION SYSTEM
FOR
VALLEJO CA – GREEN VALLEY WTP

Reference picture of a Microclor® MC-40 On-Site Hypochlorite Generation System

PSI Water Technologies, Inc. File No.: P22-5758 (Rev 2) CA Contractor’s License: #877235

Prepared on: January 20, 2023

SALES REPRESENTATIVE
UGSI Solutions, Inc.

Ethan Brooke
550 Sycamore Drive
Milpitas, CA 95035
Tel: (917) 501-7358
Email: [email protected]

T: (408) 370-6540 M: [email protected] W: 4psi.net

TABLE OF CONTENTS

Cover Letter
Section 1: Scope of Supply
Section 2: Proposal Acceptance
Section 3: Terms and Conditions

IMPORTANT NOTICE: All the information in this Proposal is confidential and has been prepared for Buyer’s use solely in considering the purchase of the Equipment described. Transmission of all or any part of this Proposal to others or use by Buyer for other purposes is unauthorized without Seller’s advance written consent.

T: (408) 370-6540 M: [email protected] W: 4psi.net

January 20, 2023

Re: On-Site Hypochlorite Generation System for Vallejo CA – Green Valley WTP PSI Water Technologies, Inc. File No.: P22-5758 (Rev 2)

To Whom It May Concern,

Thank you for your interest in PSI Water Technologies , Inc. (PSI), a UGSI Solutions Company.

We have prepared this firm proposal for providing one (1) Microclor® MC-80 On-Site Hypochlorite Generation System for Vallejo CA – Green Valley WTP. Our proposal is based on the following design criteria:

Design Criteria

Flow Rate, (Average) MGD 1.0
Flow Rate, (Max) MGD 1.0
Chlorine Demand (Maximum), ppm 0.35
Desired Chlorine Residual, ppm 2.0
Power Supply 480VAC/3PH
Total Chlorine Demand (Peak), ppd 29
System Rating, ppd 80

Our on-site hypochlorite generation (OSHG) system is a skid- mounted system. It consists of electrolytic cells, a rectifier, brine pump, piping, valves, instrumentation, and controls. Each system is pre-assembled, piped, wired, and factory-tested to facilitate simple installation and start- up at the jobsite. Ancillary equipment necessary to make a complete and functional system includes a hydrogen dilution blower, water softener, water and brine filters, brine tank, hypochlorite storage tank, and metering pump.

A detailed scope of supply and firm price is listed in Section 1 of this proposal. Section 3 includes our Terms and Conditions. Price is valid for 30 days.

System Features & Advantages
The PSI Water Technologies , Inc. Microclor ® On-Site Hypochlorite Generation System incorporates many features and advantages, including:
 Passive hydrogen removal increases operator safety
 Salt efficiency maximized by variable speed brine pump controlled by current feedback loop
 Constant current reliably achieved using an automated variable speed brine pump  Advanced electrolytic cell design precludes the need for wet DC cable connections or internal baffles and gasketing
 Skid-mounted unique cell design and union connections allows for simple cell maintenance and replacement
 Reliable performance and robust construction reduces operator attention and lowers maintenance costs

T: (408) 370-6540 M: [email protected] W: 4psi.net

 Pre-assembled, piped, wired, and tested at the factory prior to shipment  Delivered and installed quickly, with minimal construction and installation cost  Proven track record supported by years of successful operational experience

We look forward to working with you on this project. If we can be of any further assistance, please do not hesitate to contact our sales representative, Ethan Brooke at UGSI Solutions Inc, at (917) 501-7358

Thank you.

Sincerely,

Ethan Brooke
Regional Sales Manager

Cc: Miresh Chaudhari, PSI Water Technologies, Inc.

SECTION 1

SCOPE OF SUPPLY
Microclor® On-Site Hypochlorite Generation System

A. Scope of Work by PSI Water Technologies, Inc.

B. Scope of Work by Others
C. Clarifications/Exceptions
D. Terms of Sale
E. Delivery
F. Warranty

A. SCOPE OF WORK BY PSI WATER TECHNOLOGIES, INC.

The following equipment and services are included i n our scope of work. All equipment will be manufactured in accordance with the descriptions below.

No Item Description

Qty.

1. Microclor® MC-80 On-Site Hypochlorite Generation System Skid-Mounted, Pre-Assembled, Piped, Wired, and Factory-Tested, including:
 20 ppd Electrolytic Cell (Qty. 4)
 Stainless Steel Brine Gear Pump with Integral Speed Control  Water and Brine Rotameters
 Magnetic Flow Meter
 Optical Level Switch (Qty. 5)
 Temperature Switch (Qty. 4)
 Temperature Sensor
 Water and Brine Makeup Solenoid Valves
 304 Stainless Steel, Electropolished Open Frame Equipment Skid

1 2. Skid-Mounted Transformer Rectifier, including:
 NEMA 3R Enclosure – 304 Stainless Steel Construction
 9.6 kVA Step-Down Transformer – 240 VDC @ 40 ADC
 DC Bridge Rectifier with Diode Assemblies and Aluminum Heat Sink with Cooling Fan
 DC Current Transducer
 Panel-Mounted Disconnect Switch

1 3. Skid-Mounted Electrical Control Panel, including:
 NEMA 4X Enclosure – 304 Stainless Steel Construction
 Allen-Bradley MicroLogix 1400 Programmable Logic Controller with Ethernet Communication
 6” Color Touchscreen HMI
 24 VDC Power Supply
 Emergency Stop Pushbutton
 Panel-Mounted Disconnect Switch
 Current Sensor

1 4. Cartridge Filters

3 5. Heat Exchanger, including:
 4” Shell
 Titanium Construction
 Teflon and Kynar Interconnection

1 6. Acid Cleaning System

1 No Item Description

Qty.

7. Manufacturer’s Field Services, including:
 Installation Inspection
 System Start-Up
 Operator Training

Included

8. Submittal and Operation & Maintenance Manual as Follows  Submittal: Sent Electronically
 O&M Manual: Sent Electronically

Included

9. FOB Factory, Milpitas, CA with Full Freight Allowed to Jobsite, Vallejo, CA

Included
FIRM PRICE [ITEMS 1-9] $176,700

DILUTION PANEL ADDER:

10. Hypochlorite Dilution Panel, including:
 15 gpm Maximum Volumetric Flow Capacity
 Venturi Injector
 Flow Control Valve (Qty. 2)
 Rotameter (Qty. 2)

1 FIRM PRICE [ITEM - 10] $5,200

SPARE PARTS ADDER:

11. Spare Parts, consisting of:
 Cell Level Switch
 Cell Temperature Sensor
 Brine Pump

1 FIRM PRICE [ITEM - 11] $3,100

B. SCOPE OF WORK BY OTHERS

1. Existing Brine Tank to be reused.

2. Existing Hypochlorite Tank to be reused.

3. Existing Dosing Pumps to be reused.

4. Hydrogen Dilution Blower.

5. Water Softeners.

6. Hydrogen Detector.

7. Equipment unloading and installation.

8. All civil works and concrete pad for equipment.

9. Any underground or structural work.

10. Anchor bolts and seismic restraints.

11. All interconnecting piping, including between brine tank, OSHG skid, hypochlorite tank, and point of hypochlorite injection.

12. Water supply piping to water connection- 1” at 50-80 psi.

13. Valves, fittings, appurtenances not specifically listed under Scope of work by PSI Water Technologies, Inc.

14. Heat tracing and insulation of all interconnecting piping, if required.

15. Electrical power to control panel (120/208- 240V/1Ph/60Hz for 30A) and transformer rectifier (480V/3Ph/60Hz for 20A).

16. Remote installation of control panel and interconnecting wiring from remote -mounted control panel to junction box, etc.

17. All power and control/signal, electrical conduit, wiring, electrical material, etc., including terminations, between control panel, brine tank, OSHG skid, hypochlorite tank, metering pumps, SCADA, etc.

18. Room ventilation, air conditioning, or lighting.

19. Any video recording.

20. All taxes, fees, lien waivers, bonds and licenses.

21. Any permitting or regulatory approvals.

22. Any items not explicitly listed under Scope of Work by PSI Water Technologies, Inc.

C. CLARIFICATIONS/EXCEPTIONS

1. Water to Generator must be Potable, 50 PSI and 55 – 78 Deg F.

D. TERMS OF SALE

 Twenty Percent (20%) Payment Invoiced on Approved Submittals  Seventy Five Percent (75%) Payment Invoiced on Equipment Shipment  Five Percent (5%) Payment at Startup
 Net 30 Days
 Price Valid for 30 Days

E. DELIVERY

 Design Submittal: 10-12 Weeks After Receipt of Fully Executed Order  Equipment Shipment: 22-26 Weeks After Approval of Submittals

F. WARRANTY

 PSI warrants all the principal components of the system, including electrolytic cells and cell bodies, for 3 years, and all other equipment supplied for 1 year, in each case per PSI’s standard warranty terms which are attached and incorporated herein. PSI’s warranty on the electrolytic cells and cell bodies will continue on a prorated basis for years 4 through 7 per the same terms.

SECTION 2

PROPOSAL ACCEPTANCE

Microclor® On-Site Hypochlorite Generation System
PSI Water Technologies, Inc. File No.: P22-5758 (Firm) Rev 2

1) PSI Water Technologies, Inc. (Seller) proposes to furnish the equipment described in this proposal. Any items not shown above as detailed under “SCOPE OF WORK BY PSI WATER TECHNOLOGIES, INC.” are EXCLUDED. In addition:
a. Seller’s price will be held valid for a period of 30 days from the date of this proposal (“Proposal Date”).

Seller shall have the right to reprice this proposal if the Buyer’s order is received more than 30 days beyond the Proposal Date or delivery more than 365 days after commercial agreement. b. Prices are in US Dollars.
c. Local or state taxes are not included in this proposal. 2) This proposal by Seller is contingent upon: (i) Seller’s written acceptance of the signed proposal, a purchase order, or other document issued by the Buyer in response to this proposal; and (ii) Buyer’s assent to the terms and conditions contained in this proposal, such terms to take precedence in the event of conflict with any other terms or documents incorporated into the contract arising out of this proposal unless otherwise agreed in a writing, signed by Seller; and (iii) satisfactory completion of an anti-corruption due diligence review, if applicable. 3) All of the information supplied by Seller in connection with this proposal (including drawings, designs and specifications) (the “Information”) is confidential and/or proprietary and has been prepared for Buyer’s use solely in evaluating the purchase of the equipment and/or services described herein. Transmission of all or any part of the Information to others, or use by Buyer for any purpose other than such evaluation, is expressly prohibited without Seller’s prior written consent. 4) Please return a signed copy of this proposal or address and send your purchase order to:

PSI Water Technologies, Inc.
550 Sycamore Drive
Milpitas, CA 95035
Attn: Guy Chadwell
Phone: 408.370.6540
Fax: 408.866.4660
E-mail: [email protected]

Thank you for your interest in PSI Water Technologies, Inc. We are committed to meeting your expectations.

Proposal Acceptance
An authorized signature indicates Buyer's acceptance of this proposal, including without limitation Seller's Terms and Conditions below.

_________________________________ ______________________________ Company Name Buyer's Name (printed)

_________________________________ ______________________________ Date Buyer's Authorized Signature

_________________________________
Requested Arrival Date

Bill To Name: _______________________

Ship To Name: ________________________

Bill To Email: _______________________

Ship To Email: ________________________

Bill To Phone: _______________________

Ship To Phone: ________________________

Bill to Address: _______________________

Ship to Address: ________________________

City State Zip

City State Zip

SECTION 3

TERMS AND CONDITIONS

Microclor® On-Site Hypochlorite Generation System

1. Applicable Terms. PSI Water Technologies, Inc. (“Seller”) will sell, and the buyer (“Buyer”) will purchase, the products and/or services referred to in Seller’s proposal or quotation (collectively, the "Products"), subject to these terms and conditions, including the War ranty Attachment hereto (the “Warranty Attachment”, and such Warranty Attachment, together with these Terms and Conditions, being referred to herein as the “Terms”). The front page of Buyer’s purchase order (disregarding any reference to terms and conditions and any provisions that conflict with the Terms), if any, together with the description of the Products in Seller’s proposal or quotation and the Terms, constitute the complete and exclusive agreement between the parties related to the purchase and sale of the Products (the “Agreement”). All prior communications, documents, negotiations and representations, if any, are merged herein.

Whether the Terms are included in an offer or an acceptance by Seller, such offer or acceptance is conditioned on Buyer's assent to the Terms. Any additional, different or conflicting terms contained in Buyer's request for proposal, specifications, purchase order or any other written or oral communication from Buyer shall not be binding in any way on Seller, whether or not they would materially alter this document, and Seller hereby objects thereto. All orders are subject to prior credit approval by Seller.

2. Pricing. The prices shall be as stated in Seller's proposal or order acknowledgment.

3. Payment. Unless otherw ise stated, all payments shall be net 30 days from invoice date payable in United States Dollars. Unless provided otherwise in Seller’s proposal, 20% of the purchase price will be invoiced on approved
submittals, 75% will be invoiced on shipment, 5% will b e invoiced at startup. If Buyer fails to make any payment to Seller when due, Buyer's entire account(s) with Seller will become immediately due and payable without notice or demand. Buyer will pay 1½% interest per month, compounded monthly, on all amounts not received by the due date.

Buyer hereby grants Seller a purchase money security interest in the Products until such time as Seller is fully paid.

Buyer will assist Seller in taking action to perfect and protect Seller's security interest. Seller may make partial shipments, in which case, Buyer shall pay for each shipment in accordance with the terms hereof.

4. Taxes, Shipping, Packing Except to the extent expressly stated otherwise in Seller’s proposal, prices do not include any freight, storage, i nsurance, taxes, excises, fees, duties or other government charges, and Buyer shall pay such amounts or reimburse Seller for any such amounts Seller pays. If Buyer claims a tax or other exemption or direct payment permit, it shall provide Seller with a valid exemption certificate or permit and indemnify, defend and hold Seller harmless from any taxes, costs, and penalties arising out of same. Prices include the costs of Seller's standard domestic packing only. Any deviation from standard packing (domestic or export) shall result in extra charges. Any and all increases, changes, adjustments, or surcharges (including fuel surcharges) which may arise in connection with the freight charges, rates or classification included as part of the Agreement, shall be for the Buyer’s account.

5. Delivery. Products shall be delivered F.O.B. Seller's point of shipment. All delivery dates are estimated and are dependent in part upon prompt receipt of all necessary information from Buyer, including submittal approvals, if applicable, and all required commercial documentation. Seller will make a good faith effort to complete delivery of the Products on the date and to the location specified in writing by Buyer, but Seller assumes no liability for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to Seller. If Buyer causes or requests a shipment delay, or if Seller ships or delivers the Products erroneously as a result of inaccurate, incomplete or misleading information sup plied by Buyer or its agents or representatives, storage and all other additional costs and risks will be borne solely by Buyer. Any claims for Products damaged or lost in transit (“Transit Losses”) must be made by Buyer to the carrier and reported to Sell er within one business day following delivery to Buyer.

6. Inspection and Acceptance. Buyer will have seven days from the date Buyer receives any Products to inspect such Products for defects and nonconformance which are not due to Transit Losses, and to notify Seller, in writing, of any defects, nonconformance or rejection of such Products. After such seven- day period, Buyer will be deemed to have irrevocably accepted the Products, if not previously accepted. After such acceptance, Buyer will have no right to reject or revoke acceptance of the Products for any reason; provided that Buyer retains all rights in respect of the warranties in, or referred to in, Section 9 below.

7. Returns and Cancellation. Buyer may not return custom engineered Products. Buyer may return other Products only with Seller’s prior written approval, which may be withheld in Seller’s sole discretion. Any authorized return will be subject to payment of a restocking charge and will be allowed only if the subject Product: (i) is in new condition, suitable for resale, and (ii) has not been used, installed, modified, altered or damaged. The restocking charge for authorized returns will be no less than (x) 25% of the purchase price, net of any freight charges included in the purchase price, plus (y) 100% of freight costs incurred by Seller. Buyer is responsible for the payment or reimbursement of return freight charges. Returns will be shipped F.O.B. Seller’s location. Seller may, but will not be obligated to, treat any cancellation of an accepted order as an authorized return.

8. Force Majeure. Seller will have no liability for any breach caused by extreme weather or other act of God, strike or other labor shortage or disturbance, fire, accident, war or civil disturbance, delay of carriers, failure of normal sources of supply, act of government, epidemic or other public health crisis, or any other ca use beyond Seller's reasonable control.

9. Warranty. Seller warrants the principal components of the Microclor® system identified i n the Warranty Attachment as set forth in such Warranty Attachment. Seller warrants that all other Products will be free from defects in material and workmanship for 12 months from initial operation or 18 months from shipment, whichever is earlier (the “Warranty Period”). Seller’s warranties are conditioned on (i) the Product being stored, installed, started -up, operated and maintained in accordance with Seller's instructions; (ii) no repairs, modifications or alterations being made to the Product other than by Seller or its authorized representatives; (iii) Buyer providing prompt written notice of any warranty claims within the Warranty Period; (iv) Seller’s verification of the claimed breach of warranty; and (v) at Seller's discretion, Buyer either removing and shipping the Product or non- conforming part thereof to Seller, at Buyer's expense, or Buyer granting Seller acces s to the Product at all reasonable times and locations to assess the warranty claims. Seller’s warranties do not apply to software and do not cover ordinary wear and tear.

If the claimed breach of warranty is verified by Seller, then, as the sole and ex clusive remedy of Buyer or the initial end-user of the Product, Seller will, at Seller’s sole option (a) repair the applicable Product or component free of charge, or (b) replace the applicable Product or component free of charge F.O.B. Buyer’s facility. The warranty on repaired or replaced Products or component parts is limited to the remainder of the original Warranty Period. Buyer shall be responsible for (x) any labor required to gain access to the Product or component or so that Seller can assess the available remedies; and (y) all costs of installation of repaired or replacement Products or components.

THE WARRANTIES SET FORTH IN THIS SECTION 9 AND IN THE WARRANTY ATTACHMENT ARE INTENDED TO BE SELLER’S SOLE AND EXCLUSIVE WARRANTIES WITH RESPECT TO THE PRODUCTS AND SELLER’S WARRANTIES ARE SUBJECT TO SECTION 10 BELOW. SELLER MAKES NO OTHER

WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING

WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE, OR ANY W ARRANTIES THAT MIGHT ARISE FROM COURSE OF DEALING OR USAGE OF TRADE.

NOTWITHSTANDING THE FOREGOING, IF IT IS ALLEGED OR DETERMINED THAT SELLER HAS MADE

ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BY COURSE OF DEALING OR USAGE

OF TRADE, SUCH OTHER WARRANTIES SHALL BE SUBJECT TO ALL THE CONDITIONS, LIMITATIONS AND PROCEDURES SET FORTH IN THIS SECTION 9, THE WARRANTY ATTACHMENT, AND SECTION 10 BELOW.

10. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY,

SELLER WILL NOT BE LIAB LE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, AND SELLER’S TOTAL LIABILITY ARISING AT ANY TIME FROM THE

SALE OR USE OF THE PRODUCTS WILL NOT EXCEED THE PURCHASE PRICE PAID FOR THE

PRODUCTS. THESE LIMITATIONS APPLY WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY. THE REMEDIES SET FORTH IN THIS AGREEMENT ARE

INTENDED TO CONSTITUTE A COMPLETE ALLOCATION OF THE RISKS BETWEEN THE PARTIES, AND

BUYER ACKNOWLEDGES THAT IT IS KNOWINGLY LIM ITING THE REMEDIES THAT MIGHT OTHERWISE BE AVAILABLE TO BUYER. BECAUSE THIS AGREEMENT AND THE PRICE PAID REFLECT

SUCH ALLOCATION, THE REMEDIES PROVIDED TO BUYER HEREUNDER WILL NOT HAVE FAILED OF

THEIR ESSENTIAL PURPOSE EVEN IF THEY OPERATE TO BAR RECOVERY FOR CERTAIN DAMAGES THAT BUYER MAY INCUR.

11. Remedies of Seller. Any of the following will constitute an event of default which will enable Seller, at its option and without liability to Buyer, to cancel any unexecuted portion of the order that is the subject of this Agreement and to exercise any other right or remedy expressed herein or otherwise available at law or in equity: (i) the failure of Buyer to make any payment required hereunder when due (“Payment Default”) or to perform any other term or condition contained herein; (ii) the insolvency of Buyer or its failure to pay its debts as they mature, an assignment by Buyer for the benefit of its creditors, the appointment of a receiver for Buyer or for the materials covered by this Agreement, or the filing of any petition to adjudicate Buyer bankrupt; (iii) a failure by Buyer to provide adequate assurance of performance within ten days after a justified demand by Seller; or (iv) if Seller, in good faith, believes that Buyer's prospect of performance under this Agreement is impaired. Seller’s obligations under Section 9 hereof and the Warranty Attachment will be suspended during the pendency of any Payment Default. No such suspension will extend Seller’s obligations under Section 9 or the Warranty Atta chment beyond the period provided therein.

Seller’s election of any remedy in the event of a default by Buyer will not preclude Seller from exercising any other remedy available to Seller hereunder or at law or in equity for the same or any other default. In the event it becomes necessary to incur any expense for collection of any overdue account, Seller’s collection charges, including attorneys’ fees and expenses, will be added to the balance due and Buyer will pay all such charges together with interest thereon from the date incurred in accordance with Section 3.

12. Equal Employment Opportunity. Seller is an equal opportunity employer. The parties shall, as applicable, abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a), 41 CFR 60-741.5(a) and Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A) (relating to the notice of employee rights under federal labor laws), and these laws are incorporated herein by reference.

13. Export Compliance. Buyer acknowledges that Seller is required to comply with applicable export laws and regulations relating to the sale, exportat ion, transfer, assignment, disposal, and usage of the Products provided under the Agreement, including any export license requirements. Buyer agrees that such Products shall not at any time directly or indirectly be used, exported, sold, transferred, assigned, or otherwise disposed of in a manner which will result in non-compliance with such export laws and regulations. It shall be a condition of the continuing performance by Seller of its obligations hereunder that compliance with such export laws and regulations be maintained at all times.

BUYER WILL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY AND ALL COSTS,

LIABILITIES, PENALTIES, SANCTIONS AND FINES RELATED TO NON -COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS.

14. Miscellaneous. No part of this Agreement may be changed or cancelled except by a written document signed by Seller and Buyer. As used in this Agreement, “including” and its variants mean “including without limitation” and its variants. No course of dealing or performance, usage of trade, or failure to enforce any term will be used to modify the Agreement. Buyer acknowledges that it has not relied upon any letters of intent, agreements, promises, negotiations, statements or representations other than those expressly set fort h in this Agreement and that no such extraneous document or other communication shall be of any force or effect. Buyer agrees and warrants that in entering into this Agreement, Buyer is relying solely upon the information contained in this Agreement and not in reliance upon any other information. If any of the Terms is unenforceable, such Term will be limited only to the extent necessary to make it enforceable, and all other Terms will remain in full force and effect. Buyer may not assign this Agreement without Seller’s prior written consent. This Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. Any bond issued by Seller in connection with the sale of the Products shall remain in effect for a maximum of two (2) years after acceptance of the Products, and the only warranty, guaranty or Product performance obligations covered the reby shall be those at Section 9 above and in the

Warranty Attachment. All Product performance obligations of Seller are contingent on the design criteria and the condition of the influent and the raw materials being as specified by Seller and will be considered satisfied and discharged upon successful completion of the initial Product performance testing. EACH OF THE PARTIES

IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY IN RESPECT OF ANY

LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY.

WARRANTY ATTACHMENT
FOR
MICROCLOR® ON-SITE HYPOCHLORITE SYSTEM COMPONENTS

I. Incorporation and Definitions. This Warranty Attachment is incorporated into, and made a part of, the PSI Water Technologies, Inc. Terms and Conditions (the “Terms and Conditions”). All capitalized terms used in this Warranty Attachment have the meanings assigned to them in the Terms and Conditions. This Warranty Attachment sets forth Seller’s warranty with respect to the following principal components of the Microclor® onsite sodium hypochlorite system supplied by Seller (the “System”): electrolytic cells (including electrolytic cell bodies, the “Electrolytic Cells”), brine pump, rectifier, rotometers installed on the generator skid, Microclor control panel, and the master panel for the Microclor skids (the “Principal Components”). All other components of or accessories to the System are covered by the warranty set forth in Section 9 of the Terms and Conditions.

II. Warranty Statement.

A. Basic Warranty . Seller warrants for a period of 36 months from the date of start -up of the System incorporating the Principal Components , or 42 months from the date of shipment of the Principal Components, whichever is earlier (the “Basic Warranty Period”), that the Principal Components will be free from defects in material and workmanship (the “Basic Warranty”).

If the claimed breach of warranty is verified by Seller, then, as the sole and exclusive remedy of the Buyer or the end- user of the System (the “Customer”) for breach of the Basic Warranty, Seller will, at Seller’s sole option (i) repair the defective Principal Component free of charge, or (ii) replace the applicable Principal Component free of charge F.O.B.

Customer’s facility. Repaired or replacement Principal Components are warranted in accordance with the terms of this warranty for the remainder of the Basic Warranty Period.

B. Pro-Rated Warranty for Electrolytic Cells. In addition to the Basic Warranty set forth above, Seller warrants for a period of 48 months commencing at the end of the Basic Warranty Period (the “Pro- Rated Warranty Period”), that the Electrolytic Cells (including Electrolytic Cells repaired or replaced during the Basic Warranty Period) will be free from defects in material and workmanship (the “Pro -Rated Warranty”). If the claimed breach of warranty is verified by Seller, then, as Customer’s sole and exclusive remedy for the breach of the Pro- Rated Warranty, Seller will, at Customer’s option and subject to Customer’s payment of the prorated Cell Replacement Price (as defined below), either (i) repair the defective Electrolytic Cell (a “Refurbished Cell”) and return the Refurbished Cell to Customer F.O.B. Customer’s facility, or (ii) replace the defective Electrolytic Cell with a new, unused Electrolytic Cell (a “Replacement Cell”) F.O.B. Customer’s facility. Cell Replacement Price means (i) for a Refurbished Cell, the amount quoted in writing by Sell er for the repair following Seller’s inspection of the defective Electrolytic Cell, and (ii) for a Replacement Cell, the Seller’s list price for a new, unused Electrolytic Cell at the time of replacement. The prorated portion of the Cell Replacement Price to be paid by Customer with respect to defects reported during the Pro- Rated Warranty Period shall be calculated as follows:
[Number of full months (but not to exceed 84) elapsed since the commencement of the Basic Warranty Period ÷ 84] × Cell Replacement Price
Seller warrants each Refurbished Cell in accordance with Seller’s Microclor® Refurbished Cell Warranty, a copy of which will be furnished upon request.

Seller warrants each Replacement Cell in accordance with Seller’s Microclor® Replacement Cell Warranty, a copy of which will be furnished upon request.

C. Warranty Conditions. The warranties in this Part II are subject to the provisions, and to compliance with the warranty claim procedure, set forth below.

III. Conditions and Limitations of Seller’s Warranties.

A. Seller’s warranties:
(i) apply only when the Principal Components are handled, stored, and tested in accordance with Seller’s written guidelines; and
(ii) are conditioned upon Seller’s verification of the claimed breach of warranty.

B. Seller is not responsible for any costs incurred in connection with the removal or reinstallation of Principal Components or for costs incurred by Customer to enable Se ller to gain access to the Principal Components to be repaired or replaced.

C. Seller reserves the right to test the allegedly defective Principal Component on the premises of Customer or to request the Customer to perform such inspections or tests and f orward the results thereof to Seller.

D. Seller’s warranties shall be null and void if Customer fails or refuses to fully disclose to Seller the conditions of the influent to, or use and operating parameters of, the System.

IV. Exclusions from Seller’s Warranties. Seller’s warranties do not cover and Seller will not be liable for:

A. Any defect or failure caused by faulty installation (if installation is not performed by Seller), misapplication, misuse, failure to start-up, maintain or operate the System or the Principal Components in accordance with the Seller’s instructions or guidelines, accident, or tampering.

B. Accidental and/or external caused damages and damages caused by improper use, including but not limited to damage caused by operation a nd/or exposure of the System or Pr incipal Components to conditions outside of the instructions and conditions listed in the O&M Manual, Seller`s product datasheets, or in the project specifications.

C. Expendable parts and components other than Electrolytic Cells (e.g., spacers, gaskets, mechanical fasteners).

D. Any defects or faults caused by, or resulting from, inaccurate or incomplete operating process information / process operating parameters, or work performed by Customer or its employees or agent s.

E. Any damage due to continued operation after discovery of an alleged defect.

F. Any damage or operational deficiency caused by the existence or occurrence of any of the following conditions:
(i) Failure of the raw water supply to the water softener to be potable.

(ii) Exposure of the System or the Principal Components to ambient air temperatures outside the range of 35°F - 90°F.
(iii) Exposure of the System or the Principal Components to the elements or other harmful site -related environmental conditions, including without limitation rain, direct sunlight, coastal atmospheric conditions, and corrosive chemicals or agents.
(iv) Use of salt that does not meet Seller’s specifications. (v) Unauthorized repairs, modifications, or alterations to the System or Principal Components or to the PLC program.

V. Warranty Claim Procedure. Before returning any Principal Component to Seller for warranty examination, whether under the Basic Warranty or the Extended Warranty, Seller must be contacted to obtain return authorization.

Any Principal Component shipped to Seller’s facility without return documentation will be returned to shipper unopened, freight collect. The following procedure shall be followed to determine warranty protection:

A. Customer shall send a written notice to Seller within a reasonable period following discovery of the alleged defect and in any case within 30 days following the end of the applicable warranty period or else the claim is waived.

B. Customer shall submit all relevant operating data requested by the Seller within a reasonable period of time following Seller’s request.

C. The Seller will be provided a reasonable time to review the data and make initial recommendations in writing for further evaluation of the claim.

D. Customer will make all reasonable efforts to execute and implement the Seller’s recommend ations and collect, record, and submit all relevant data resulting from these recommendations.

E. In the event Seller’s initial recommendations do not address and solve the warranty issues, Customer will grant Seller access to the System and the Principal Components and a reasonable period of time to perform inspection, testing and evaluation of System and Principal Component conditions and performance or Customer will perform such inspections or tests as Seller shall request and forward the results thereof to Seller.

F. In the event Seller’s recommendations solve the warranty issues, the warranty claim will be deemed resolved and withdrawn.

G. If Customer fails to follow Seller’s recommendations, the warranty claim will be deemed resolved and withdrawn.

H. Upon Seller’s request, any allegedly defective Principal Component shall be returned to Seller at Customer’s expense, as applicable. Reasonable, documented return freight cost will be reimbursed by Seller if a covered warranty defect is confirmed.

VI. Customer’s Responsibilities. Customer shall ensure that operation, maintenance and performance data for the System and Principal Components are routinely recorded in a systematic format. Such information shall be made available to Seller in the event a claim is made against Seller pursuant to the foregoing warranties. Failure to maintain or supply such information shall invalidate the Basic and Extended Warranties.

VII. Payment for Non -Warranty Services and Products. If the Principal Component failure i s determined to be from a cause other than breach of warranty or is not covered by Seller’s warranties for any of the reasons set forth above or otherwise, Customer shall pay to Seller a fee of $1,500 per day plus direct travel expenses incurred by Seller's employees in connection with any inspection, testing or repair of such Principal Component on Customer’s premises.

Principal Components shipped to Seller for warranty examination must be shipped freight prepaid, such freight to be reimbursed as provided in Part V.H. above . Principal Components examined as part of a warranty claim which are found not to be defective will be returned to Customer freight collect.

CONSENT CALENDAR 8.L.

DATE: June 27, 2023
TO: Mayor and Members of the City Council
FROM: Stephanie Sifuentes, Director of Human Resources
SUBJECT: ADOPT A RESOLUTION APPROVING THE CAMP SIDE LETTER TO INCLUDE THE

CODE ENFORCEMENT MANAGER

RECOMMENDATION
Adopt a resolution approving the CAMP side letter to include the Code Enforcement Manager Classification.

REASONS FOR RECOMMENDATION
This side letter re-establishes the Code Enforcement Manager position as an active classification represented by CAMP. Human Resources (HR) will work with the Planning and Development Services department to recruit and identify the most suitably qualified candidate to fill the position. The City will amend Appendix A of the labor contract with CAMP to include this classification.

BACKGROUND AND DISCUSSION
The City of Vallejo - Code Enforcement Manager position was vacant for several years. During the most recent collective bargaining process with CAMP, this classification was eliminated from the salary plan and the CAMP bargaining unit. City Council has recently provided a directive to staff to recruit and select a Code Enforcement Manager as soon as operationally feasible. The City met with CAMP and the parties have agreed to re-establish the Code Enforcement Manager, designate it back to CAMP where it previously was, and place it on the salary schedule at Range 527.

FISCAL IMPACT
Approval of this side letter will result in re-establishing the Code Enforcement Manager classification. The annual costs associated with this position are accounted for in the Fiscal Year 2023-2024 budget. Therefore, there is no additional fiscal impact associated with the action, as the funding for the position is approved by the City Council during the annual budget process.

ENVIRONMENTAL REVIEW
This action is exempt from the California 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. Reso - Approval of CAMP Side Letter For Code Enforcement Manager Revised_CAO Stamp

2. COV - CAMP Side letter Code Enforcement Mgr

CONTACT
Stephanie Sifuentes, Director of Human Resources (707) 648-4852 [email protected]

RESOLUTION NO._____________

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

AN AMENDMENT TO APPENDIX A OF THE CAMP MOU TO INCLUDE THE CODE

ENFORCEMENT MANAGER CLASSIFICATION
WHEREAS, on April 17, 2023, the City of Vallejo and Confidential Administrative Managerial and Professional Association (CAMP) signed a Memorandum of Understanding (CAMP MOU); and
WHEREAS, the parties agree CAMP will be the labor representative for the Code Enforcement Manager classification; and
WHEREAS, the City will amend Appendix A of the CAMP MOU to include the Code Enforcement Manager classification; and
WHEREAS, the parties agree the position of Code Enforcement Manager will be placed in Range 527 on the salary schedule.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Vallejo approves amending Appendix A of the CAMP MOU to include the Code Enforcement Manager classification, Range 527, effective June 27, 2023.

Adopted by the City Council of the City of Vallejo at a regular meeting held on June 27, 2023 with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST:
____________________________________
DAWN G. ABRAHAMSON, CITY CLERK

HUMAN RESOURCES DEPARTMENT∙ 555 SANTA CLARA STREET ∙ VALLEJO ∙ CA ∙ 94590 ∙

Memorandum of Understanding
Between
City of Vallejo
&
Confidential Administrative Managerial and Professional Association

Code Enforcement Manager
April 17, 2023
The City of Vallejo, hereinafter called the “City,” and Confidential Administrative Managerial and Professional Association, hereinafter called the “CAMP,” (the City and CAMP are collectively referred to throughout this Agreement as the “Parties), hereby agree to the following terms:

1. The parties agree CAMP will be the labor representative for the Code Enforcement Manager classification.

2. The City will amend Appendix A of the Memorandum of Understanding (MOU) to include the Code Enforcement Manager classification.

3. The parties agree the Code Enforcement Manager will be placed in Range 527 on the salary schedule.

4. This side letter is not precedent setting.

For the City of Vallejo: For CAMP:

________________ ________________
Terrance Davis Courtney Schreiner Lee
Interim HR Director CAMP President

DocuSign Envelope ID: 74675D05-E5E0-4933-97BA-04DC08A8683D

Certificate Of Completion
Envelope Id: 74675D05E5E0493397BA04DC08A8683D
Status: Completed
Subject: Complete with DocuSign: CAMP Side Letter | Code Enforcement Manager Source Envelope:

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Jennifer Reisinger
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
555 Santa Clara St
Vallejo, CA 94590
[email protected]
IP Address: 71.128.39.127
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5/10/2023 2:49:16 PM
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[email protected]
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Terrance Davis
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Public Works Director
City of Vallejo
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Courtney Schreiner Lee
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City of Vallejo
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Shawn Hadnot
[email protected]
Employee & Labor Relations Officer
City of Vallejo
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Araceli Flores
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Executive Secretary
City of Vallejo
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CONSENT CALENDAR 8.M.

DATE: June 27, 2023
TO: Mayor and Members of the City Council
FROM: Michael Malone, City Manager
Natalie Peterson, Assistant to the City Manager
SUBJECT: AMEND FISCAL YEAR 2022-2023 FUND 221, CAPITAL GRANTS AND CONTRIBUTIONS BUDGET, PROJECT PW9433 TO APPROPRIATE $924,085.49 FOR HOMELESS HOUSING, ASSISTANCE, AND PREVENTION PROGRAM ROUND 2 AND ROUND 3 (STEP 2 OF 2)

RECOMMENDATION
Adopt a resolution to amend the Fiscal Year 2022-2023, Fund 221, Capital Grant & Contribution budget, project # PW9433, to appropriate HHAP2 and HHAP3 grant funds for $924,085.49 to be used for the implementation of the grant.

REASONS FOR RECOMMENDATION
This appropriation will allow the City to accept the HHAP2 and HHAP3 grant award for the Navigation Center in the amount of $924,085.49 . Authorization will provide the budget amendment to effectively manage the grant funds and to utilize such funds for the expenditures related to its implementation.

BACKGROUND AND DISCUSSION
The Vallejo City Council approved the Vallejo Homeless Navigation Center Project in 2018 and has showed continued support for the construction and operation of the project. In an effort to continue the construction of the project, the City of Vallejo responded to a Request for Proposals (RFP) to develop a New Navigation Center utilizing funding from Homeless Housing, Assistance, and Prevention Program (HHAP) Round 2, HHAP Round 3 and Emergency Solutions Grant CARES Act (ESG-CV) funding from the Community Action Partners of Solano, Joint Powers Authority (CAP Solano JPA). The City of Vallejo submitted their RFP response on April 12, 2023.

On April 24, 2023 the City received notice of intent to recommend funding and at a CAP Solano JPA meeting on April 27, 2023 CAP Solano JPA unanimously voted to award the City of Vallejo $513,245 of HHAP2, $410,840.49 of HHAP3 and $158,496.51 of ESG-CV funding to be used towards the construction of the Nav Center.

The Nav Center will offer 125 beds for temporary shelter paired with supportive services for unhoused individuals residing in Vallejo and Solano County. The growing concerns and complex challenges that for persons facing homelessness is a high priority for Vallejo and the Navigation Center will provide shelter and services such as trauma-informed case management, housing navigation, peer advocate support and referrals for medical, dental, and mental health care.

The project site is a vacant property, single parcel totaling approximately 50,094 square feet (1.15 acres) located at 1937 Broadway Street, Vallejo. The site selected meets the general suitability requirements for proposed Navigation Center use, and is located on a major arterial road, with easy public safety access. It is within 0.245 miles of major public transit, and within 0.75 miles of a major medical facility. Adequate electrical, water, sewer and storm drainage connections are in place to properly equip the site for comprehensive

Date: June 27, 2023
Subject: AMEND FISCAL YEAR 2022-2023 FUND 221, CAPITAL GRANTS AND CONTRIBUTIONS BUDGET, PROJECT PW9433 TO APPROPRIATE $924,085.49 FOR HOMELESS HOUSING, ASSISTANCE, AND PREVENTION PROGRAM ROUND 2 AND ROUND 3 (STEP 2 OF 2)

services. The 24-hour Navigation Center will be a "one-stop-shop" that will provide services specific to each individual with the needed shelter critical to helping transition to their next housing opportunity. The Nav Center is low barrier and will serve adults 18 years or older who are able to self-care, as defined by a medical provider. Individuals will be referred to by partnering agencies, such as Resource Connect Solano (RCS) and progress will be tracked using the Homeless Management Information System (HMIS).

On May 23, 2023 City staff came to Council with a resolution to accept the HHAP2 and HHAP3 funds and provide Step 1 of the 2 step process to Provide Notice of Intent to amend the Fiscal Year 2022-2023 budget to recognize the HHAP2 and HHAP3 grant revenues in the amount of $924,085.49 and appropriate expenditures in the amount of $924,085.49.

FISCAL IMPACT
Approval of this item will increase Fiscal Year 2022-2023,Fund 221, Capital Grant & Contribution, project # PW9433, revenues and expendtiures by $924,085.49.

ENVIRONMENTAL REVIEW
This action does not require environmental review.

ATTACHMENTS

1. HHAP2 HHAP3 Step 2 Resolution CAO Stamp

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

RESOLUTION NO. 23- ________
A RESOLUTION OF THE VALLEJO CITY COUNCIL AMENDING THE FUND 221, CAPITAL GRANT AND CONTRIBUTION BUDGET, PROJECT PW9433FOR FISCAL YEAR 2022-2023 TO INCREASE REVENUES AND EXPENDITURES IN THE AMOUNT OF $924,085.49 FOR

THE VALLEJO HOMELESS NAVIGATION CENTER
WHEREAS, the City of Vallejo responded to a Request for Proposals from the Community Action Partners of Solano, Joint Powers Authority (CAP Solano JPA) for the Homeless Housing, Assistance, Prevention Program (HHAP) Round 2 and Round 3 for a total of $924,085.49 to be used towards the construction of the Vallejo Homeless Navigation Center; and WHEREAS, on April 27, 2023, the CAP Solano JPA awarded the City $513,245.00 of HHAP Round 2 and $410,840.49 of HHAP Round 3 funding for a total of $924,085.49; and WHEREAS, the funds are to be used to cover costs associated with the construction of the Vallejo Homeless Navigation Center; and
WHEREAS, at its regular meeting held on May 23, 2023, notice of intent to amend the budget for fiscal year 2022-23 to recognize the HHAP Round 2 and Round 3 grant revenue and authorize the expenditure of funds for the Vallejo Navigation Center was provided by the City Council.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby amends the Fiscal Year 2022-2023 Fund 221, Capital Grant and Contribution Budget, Project PW9433 by increasing revenues and expenditures in the amount of $924,085.49 to accept the Homeless Housing, Assistance, Prevention Program Round 2 and Round 3 and to implement the project as indicated in the Memorandum of Understanding.

Adopted by the Council of the City of Vallejo at a special meeting held on June 27, 2023 with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_________________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST: _________________________________________
DAWN G. ABRAHAMSON, CITY CLERK

CONSENT CALENDAR 8.N.

DATE: June 27, 2023
TO: Mayor and Members of the City Council
FROM: Veronica A.F. Nebb, City Attorney
Randy J. Risner, Chief Assistant City Attorney
SUBJECT: RECEIVE UPDATE ON POLICE INDEPENDENT AUDITOR AND NEXT STEPS

RECOMMENDATION
Receive report from staff.

REASONS FOR RECOMMENDATION
City Council requested that staff provide information concerning the previous approval of a contract for Interim police auditor services with OIR Group.

BACKGROUND AND DISCUSSION
In Spring 2019, then City Manager Greg Nyhoff began discussions with Michael Gennaco of the OIR Group to perform an audit of the Vallejo Police Department and make recommendations for reforms and improvements in departmental operations. Those discussions ultimately culminated in a Consultant and Professional Services Agreement on June 26, 2019. Based upon ongoing concerns about access to records and privilege issues, two addendums, one dated July 26, 2019 and one dated August 9, 2019 were executed. The Agreement and both addendums were executed without City Council approval because it was within the City Manager’s contracting authority. The OIR Group completed its Independent Assessment of Operations, Internal Review Systems, and Agency Culture in May 2020 listing 45 recommendations for the Vallejo Police Department. Those 45 recommendations are the reforms currently being implemented in collaboration with the California Department of Justice.

After the officer-involved-shooting of Sean Monterrosa, then City Manager Nyhoff and Chief of Police Shawny Williams determined that an independent investigator was needed to conduct the administrative investigation of the officers involved in that shooting. CM Nyhoff and Chief Williams decided to hire the OIR Group to conduct that investigation. On June 23, 2020, the City entered into a Consultant and Professional Services Agreement with Michael Gennaco dba OIR Group to conduct the administrative investigation. City Manager Nyhoff unilaterally determined to enter into this agreement because it was within his signing authority. The agreement was amended on June 28, 2020 adjusting OIR’s compensation. That amendment was also signed by City Manager Nyhoff because it remained within his authority. OIR Group issued its Administrative Investigation Report Vallejo Police Department Officer-Involved Shooting, June 1, 2020 one year later.

In the spring of 2021, the City Council received a presentation concerning police oversight and authorized City Manager Nyhoff to discuss the possibility of the OIR Group being an Interim Police Auditor while City Staff and the City Council formulated a more permanent oversight model. After negotiations with OIR, a draft contract was prepared, presented to and authorized by the City Council. Subsequent to Council approval of the IPA contract but before execution thereof, the City Attorney’s Office and the Human Resources Department became aware of a pending PERB matter concerning police oversight entitled Sonoma County Deputy Sheriffs’ Association v. County of Sonoma. The case involved voter approval of a police oversight model for the Sonoma County Sheriff’s Department. The union representing deputy sheriffs filed a complaint with PERB contending that the voter approved oversight ordinance was void because the County failed to meet and

Date: June 27, 2023
Subject: RECEIVE UPDATE ON POLICE INDEPENDENT AUDITOR AND NEXT STEPS