We will map and summarize the Phase 1 land use information from MIC, City, and District input to estimate the total number of dwelling units, acreages, and approximate location(s) of commercial/industrial/other land uses.
If the buildout land use evaluation is authorized, it will be included in this task and in the evaluation tasks below. If the buildout land use evaluation is not authorized, it will not be included in this task nor in the tasks below. We understand a Mare Island Specific Plan (MISP) is currently being developed that will define buildout conditions. The MISP could include up to 10,000 dwelling units and up to 20,000 jobs. The draft MISP will not be available until or after the summer of 2023. If authorized, the buildout condition will be an estimate of the future land use. This estimate would be used for the buildout infrastructure evaluations (such as total Mare Island water demand for sizing the south water supply crossing main and for evaluating the total wastewater flow from Mare Island to the existing Mare Island Way trunk sewer).
Task 2.2. Prepare GIS Layers and TM
West Yost will prepare a GIS layer for each authorized land use and a concise technical memorandum to document the land uses and associated assumptions.
Task 2 Deliverables
Concise Technical Memorandum
GIS maps for Phase 1 land use condition
GIS map for Buildout land use condition (Optional – Priority 1) Task 3. Water System Evaluation
The water system evaluation is presented below.
Task 3.1. Water System Kickoff Meeting
A kickoff meeting will be held for the water utility with City and VFWD staff (as part of the overall kickoff meeting) that will be involved in the water system work. The meeting will be used to establish project goals, discuss communication and coordination, and discuss schedule and milestones.
Task 3.2. Gather and Review Existing Information
Existing information will be gathered including studies, master plans, GIS data, condition assessment data, record drawing for the new north supply main, all data collected on the old south supply main (currently being evaluated by the City), record drawings, maintenance records, and any other information relevant to the Project. The available data will be discussed during the kickoff meeting, and a Data Request Log will be developed to track each document.
Task 3.2 Deliverable
Data Request Log
Task 3.3. Water Tank Condition Assessment
West Yost will perform a visual assessment of the water tank to determine existing condition and necessary improvements. Assessment will include:
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Seismic assessment (by MJA) – MJA will collect inputs and/or develop assumptions around geotechnical and structural information; perform pseudo-static seismic analysis of tank; prepare summary of analysis.
Top-side and exterior visual assessment (no confined space entry) (by V&A) – This includes inserting pole mounted camera into available access points on the roof, concrete sounding on the exterior wall and roof, and visual assessment of concrete defects. Dive inspection – V&A will retain the services of a dive inspection company to conduct an underwater assessment of the concrete tank.
Information from Task 3.3 will be incorporated into the desktop evaluation and TM.
Task 3.4 Water Pipeline Condition Assessment Spot-Checks We will work with the City to identify locations for water pipeline condition assessment field testing. The goal of this task is to verify the condition of the existing infrastructure that will serve development of the Phase 1 conditions (e.g., pipelines in main roadways such as Azuar Avenue and those that serve the Connolly Corridor). We will perform electromagnetic crown testing at ten locations with metallic pipelines which will provide average pipe wall thickness estimates. It is assumed the City will provide labor, equipment, and materials to perform the pothole excavations, material disposal, restoration, and any environmental remediation/permitting at the ten locations. The West Yost team will provide traffic control, obtain encroachment permits, and perform testing and analysis. Condition information from the inspections will be extrapolated to other pipes in the system based on material, age, etc.
Information from Task 3.4 will be incorporated into the desktop evaluation and TM.
Task 3.5. Perform Desktop Evaluation
A desktop evaluation will be performed to catalog the water system assets including pipes, valves, meters, and the tank based on age, materials, size, depth (pipelines), and any available condition data. The information will be summarized in GIS mapping and an Existing Water System TM, which will include a quantification of degradation of the assets, and an analysis of the continued service capability (remaining useful life). The following maps will be prepared: 1) infrastructure age map, 2) Infrastructure condition map, 3) Infrastructure remaining life map, 4) Pipe material map, and 5) Recommended Infrastructure Replacement Map. The objective of the desktop evaluation is to provide the City with adequate information to determine if the existing infrastructure is suitable from a condition assessment perspective to serve the Phase 1 conditions. The amount of information provided for assets will be determined by the information that is readily available and received from the City along with the data collected in Tasks 3.3 and 3.4. A Draft TM will be provided to the City and VFWD for review and comment.
Task 3.5 Deliverables
Existing water system GIS mapping
Existing water system TM
Task 3.6. Update and Calibrate Hydraulic Model
The City’s existing water system model will be used as the starting point for this task. The network will be based on the existing model infrastructure and available mapping, and include distribution system piping, critical valves, and the tank on mare island, as well as water supply transmission mains (crossings) crossing Mare Island Straight. A meeting will be held with City staff to validate the existing mapping and confirm the model DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 MIIA Project
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network to be used for analysis. The model will be developed for both extended-period and steady state analysis. Facility elevations will be based on as-built drawings; and other model junction elevations will be based on available ground surface elevation data. Existing demand data will be developed from City meter data and based on input from the City.
Many of the pipelines are old and depending on their condition, hydrant testing may not be feasible without causing risk of damage to the existing system. Instead, we will use hydrant pressure recorders (HPRs) to obtain field data for calibration. We understand the City has 12 HPRs that will be utilized for this effort. West Yost will provide eight HPRs for seven days of monitoring. Calibration of the hydraulic model will be performed for only Mare Island using boundary conditions at the two supply mains to the Island.
Figures will be prepared showing updated model data and charts comparing model results to field data and SCADA data to verify the calibration.
A meeting will be held to present the results to the City and the District.
Task 3.6 Deliverables
Concise TM including calibration maps/figures
Task 3.7. Hydraulic Model Analyses
Each Land Use condition (Phase 1 and Buildout if authorized) will be used to develop a model scenario to evaluate capacity, pressure, and water age design criteria established by the City. Based on the results of the analysis, recommended improvements will be identified to meet design criteria. A Draft technical memorandum will be produced to document the model, analysis, and results. The TM will include model result figures that graphically present the evaluations, as listed below. Model Node Pressure Maps – These maps show model nodes (locations in the actual water system) that lack adequate pressure.
Available Fire Flow Model Node Map – These maps show model nodes that lack adequate fire flow.
Water Age Node Map – These maps show the water age at the model nodes. The water age is indicative of water quality issues.
Model Link Flow Velocity Maps – These maps show model links (pipes in the actual water system) that violate minimum or maximum velocity requirements. A diurnal water demand curve chart
Tank levels over diurnal cycle chart
North and South Supply Transmission Main diurnal flow charts Off-Island Deficiencies Resulting from Mare Island Development figures – the specific figure types will be determined if/when the specific deficiencies are identified.
The figures will be prepared for each land use condition with the existing water infrastructure. The model will then be used to identify the infrastructure needed to meet the design criteria for each authorized land use condition. The needed infrastructure will be shown in two figures. The model result maps (listed above) will also be prepared for each land use condition with the needed improvements to achieve design criteria. The sizing of a new south water supply main will be identified based on no upgrades to the new north supply main.
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A Draft TM will be provided to the City for review and comment.
Task 3.7 Deliverables
InfoWater hydraulic model
Model result figures
Model TM
Task 3.8. Water System Decision Point A Workshop (In-Person) We will lead an in-person workshop to present the results of Tasks 3.1 through 3.7, review needed decisions and confirm or revise the next steps (Tasks 3.9 and 3.10). At this workshop we will collectively (City, VFWD, MIC, and West Yost team) decide if the design criteria or recommended infrastructure should be revised.
Task 3.8 Deliverables
Workshop and associated materials.
Task 3.9. Develop Final Water System Infrastructure Improvements Based on the results of the previous tasks the final set of Water System Infrastructure Improvements will be prepared and mapped and the model results maps and figures will be updated. It is expected that only minor design criteria and infrastructure changes will be required. The areas of Mare Island that will be served by each individual infrastructure improvement will be identified so that infrastructure can be replaced or constructed when needed. This will allow the Island redevelopment to progress and thereby help generate funds for all the needed infrastructure (versus trying to fund and replace all the water infrastructure at one time).
Task 3.9 Deliverables
Revised result figures
Task 3.10 Water System First Draft MIIA Report Chapter
We will summarize the results the in the Water System First Draft Chapter. See Task 9 for the preparation of the Second and Third Draft and Final Report versions.
Task 3.9 Deliverables
First draft water system MIIA report chapter
Task 4. Sewer System Evaluation
The sewer system evaluation is presented below.
Task 4.1. Kickoff Meeting
A kickoff meeting will be held for the sewer utility (at the same time as the Overall Project Kickoff Meeting) with City and VFWD staff that will be involved in the sewer system work. The meeting will be used to establish project goals, discuss communication and coordination, and discuss schedule and milestones.
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Task 4.2. Gather and Review Existing Information
The following documents will be reviewed:
Mare Island Sanitary Sewer Pump Stations, December 11, 2020, VFWD Draft Collection System Master Plan and associated Innovyze model VFWD’s GIS Sewer System Mapping
Mare Island Utility Reuse Plan Update
Mare Island Utilities, Operations, and Maintenance and Capital Improvement Plan – July 1997
Mare Island Amended & Restated Specific Plan, Master Utility Plans – 2003 Other relevant documents posted on the City’s Mare Island website The City and VFWD are to provide any other relevant sewer documents, plans, record drawings, etc. that are available. The available data will be reviewed by West Yost and discussed during the kickoff meeting.
A Data Request Log will be developed to track each document.
Task 4.2 includes coordination and gathering electronic mapping and data files from Chaudhary and Associates, who served as the Lennar engineer from approximately 2000-2019. It is expected that this information will provide reliable mapping information that can be used in subsequent tasks.
Task 4.2 Deliverable
Data request log
Task 4.3 Sewer Field Verification and GIS Mapping Update West Yost will develop GIS maps based on existing mapping sources available, primarily the MIRIS mapping data. A web-based GIS map (WebMap) will be created that will be used in the field to verify manhole location and system configuration.
Fifty maintenance holes will be visually inspected to verify connectivity, invert elevations, approximate pipe sizes and materials (as visual inspection allows), and any visible condition of manhole and connecting pipes. The WebMap will be updated with field locations, invert elevations, and pipe sizes and materials based on field inspections. Condition information from the inspections will be extrapolated to other areas in the system based on material, age, etc. It is assumed that the verification will prove the existing mapping is acceptable. If not, we will jointly decide how to proceed.
The field verification part of this task will require a 2-person crew, and it is assumed VFWD is able to provide one person to assist with the evaluations and to assist with traffic control. We anticipate this will require about 3 days of VFWD staff effort.
Task 4.3 Deliverable
Existing sewer system field-verified GIS mapping
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Task 4.4 Sewer Lift Station Condition Assessment
West Yost will perform condition assessment for eight sewer lift stations. These evaluations will build on the previous VFWD pump station evaluations. It is assumed that VFWD Engineering and Field Operations Staff knowledgeable about the lift stations will attend site visits. During the site visit, VFWD staff will review the configuration and operational parameters of the lift stations. We will also collect pump operation and capacity data. The goal of this task is to identify lift stations that may be redundant, obsolete, or beyond their useful life (to be confirmed in Task 4.5). The results of these evaluations will be used to prepare an update of the GIS sewer system mapping. Condition assessment information will be incorporated into the Existing Sewer System TM (Task 4.5).
Task 4.5. Perform Desktop Evaluation
Based on Tasks 4.1 through 4.4, a desktop evaluation will be performed to develop an asset list including pipes, maintenance holes, and lift stations with attributes such as age, materials, size, depth (pipelines), Staff input, and the condition data. This evaluation will be summarized in an Existing Sewer System TM.
The TM will include documentation of existing known assets, asset condition, and remaining useful life estimate. A Draft TM will be provided to the City and VFWD for review and comment. The following figures will be prepared: 1) infrastructure age map, 2) Infrastructure condition map, 3) Infrastructure remaining life map, 4) Sewer size map, 5) Sewer material map, and 6) Recommended Infrastructure Replacement Map. The objective of the desktop evaluation is to provide the City with adequate information to determine if the existing infrastructure is suitable from a condition assessment perspective to serve the Phase 1 and Buildout conditions. The amount of information provided for assets will be determined by the information that is readily available and provided.
Task 4.5 Deliverables
Existing sewer system TM
Task 4.6. Estimate Sewer System Flows
We will estimate the sewer system flows for Phase 1 and (if authorized) Buildout conditions. We will prepare a comparison of the flows with the lift station capacities to identity which lift stations will have/lack adequate capacity for each authorized land use condition. We will identify which pump stations can potentially be eliminated by extending gravity flow sewers to the next pump station or a potential new pump station. For the trunk sewer system, we will calculate the ratio of the flows for each land use condition to the sewer capacity. We will incorporate the ratio into the GIS of the sewer system. We will prepare a GIS map that illustrates the flow/capacity ratios for the sewer infrastructure. The results of these evaluations will be documented in a TM and in an update of the GIS mapping.
Task 4.6 Deliverables
Buildout flow and sewer capacity TM, tables, and GIS map Task 4.7. Sewer System Decision Point A Workshop (In-Person) We will Lead the workshop to present the results of Tasks 4.1 through 4.6, review needed decisions and confirm or revise the next steps (Tasks 4.8-4.10). For this workshop we will review maps prepared in previous tasks to discuss recommendations for infrastructure that must be replaced based age/condition and what infrastructure may remain in service. We will collectively decide:
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What pump stations can remain in service and what improvements they will need. What existing pump stations can be eliminated and what new sewers are needed to eliminate the pump stations.
What sewer segments must be replaced due to condition deficiency. What sewer segments will be cut off entirely from the system and abandoned. From the sewer segments that may remain, we will decide what CCTV inspections should be performed.
What new trunk sewer alignment(s) make sense for buildout of Mare Island.
We will develop a CCTV inspection and potholing field work plan. A Draft Plan will be submitted for Client review and comment, followed by preparation of a Final Plan.
Task 4.7 Deliverables
Workshop and CCTV and potholing field work plan
Task 4.8. Flow Monitoring Field Work (Optional – Priority 2) Flow monitoring is an Optional task and will support I&I identification and calibration of the hydraulic model. Based on the results of Task 4.6 the system can be prioritized by basin for installation of flow monitors. Flow monitoring for 8 weeks, at four locations, and one rain gauge are currently included in this scope of services, but the effort could be revised during Task 4.7.
Based on the flow monitoring results, in the GIS mapping, we will identity each sewer segment as either a source of high I&I (including correlation with high tides), conveys high I&I, or is not subject to high I&I (as either a source or for conveyance).
Task 4.7 Deliverables
Flow monitoring plan, I&I evaluation and associated figures Task 4.8. CCTV Inspection and Analysis
The CCTV and potholing field work plan will be executed by the West Yost team and Subtronics and includes:
Access coordination with 3rd parties for all field work, as required 15,000 linear feet of sewer cleaning and CCTV inspection (estimated at $6/linear foot – which will vary based on total length)
10 utility potholes to verify location, condition, or material (estimated at $3,300 each) – Optional – Priority 2
One District staff will be available to provide field support for the cleaning, CCTV, and potholing effort.
We have assumed the City/District will be responsible for an environmental disposal, remediation, testing, or permitting/ approvals related to excavation and site disturbance.
Results of the CCTV inspections will be incorporated into the GIS mapping and Existing Sewer System TM.
Task 4.8 Deliverables
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Updated GIS mapping
Updated existing sewer system TM
Task 4.10. Develop Hydraulic Model (Optional – Priority 2) If authorized, VFWD’s new sewer hydraulic model will be extended to include the Mare Island sewer system for up to 100 model nodes and associated pipes and lift stations. The network will be based on the above tasks and will include pipes, manholes, and lift stations. The model will be developed for two scenarios: Phase 1 and Buildout (if authorized) land use conditions. Calibration will be performed using available SCADA data and flow monitoring results.
The hydraulic model will be used to verify/evaluate the adequacy of the sewer system. Infrastructure will be identified to address any capacity deficiencies and will meet VFWD standards. We will attempt to minimize the number of sewer pump stations needed for each land use condition. The evaluation of sewer capacities and deficiencies will cover all of Mare Island and extend downstream along the Mare Island Way and Sonoma Boulevard Trunk Sewer to the WWTP.
Each Land Use condition (Phase 1 and Buildout) will be used to evaluate whether the system can meet the District’s design criteria (d/D, freeboard, flow velocity). Based on the results of the analysis, recommended improvements will be identified to meet design criteria for each land use condition. A Draft technical memorandum will be produced to document the model, this analysis, and the results. The TM will include model result maps that graphically show the evaluations, as listed below. Model Node Freeboard Maps – These maps show model nodes (maintenance holes in the actual sewer system) that lack adequate freeboard.
Model Link d/D maps – These maps show the d/D value for each model link (sewer segment).
Model Link Flow Velocity Maps – These maps show model links (sewer segments in the actual sewer system) that violate minimum or maximum velocity requirements. Sewer Deficiency Maps – These maps will depict if the sewer segments are deficient because of high I&I, subject to backwater from downstream sewers, or lack adequate capacity regardless of I&I or backwater). These maps will also show the pump stations. Pump Station Operation Charts (flow and number of pumps operating). Mare Island Effluent Force Main Flow Chart.
Off Island Deficiencies Resulting from Mare Island Development figures (freeboard, d/D, velocity) – the specific figure types will be determined if/when the specific deficiencies are identified.
The figures will be prepared for each authorized land use condition with the existing sewer infrastructure.
The model will then be used to identify the infrastructure needed to meet the design criteria for Phase 1 and Buildout (if authorized). The needed infrastructure for each land use condition will be shown in figures. The model result maps (listed above) will also be prepared for each authorized land use condition with the needed improvements to document that the design criteria are achieved.
A Draft TM will be provided to the City and District for review and comment.
Task 4.10 Deliverables
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Innovyze hydraulic model, model result maps, model TM Task 4.11. Sewer System Decision Point B Workshop (In-Person) (Optional – Priority 2) Decision Point B Workshop is an Optional task and would be necessary if the hydraulic model is added to the scope of services.
We will lead this workshop to present the results of Task 4.8 through 4.10 and collectively decide:
What condition and capacity design criteria should be revised to use for determining what infrastructure can remain in service (are any deviations from VFWD’s standard engineering criteria needed).
What new sewer system infrastructure is needed (e.g., pipelines, lift stations, etc.) to reliably serve Mare Island for the Phase 1 and Buildout conditions.
Task 4.11 Deliverables
Workshop and associated materials
Task 4.12. Develop Final Sewer System Infrastructure Improvements Based on the results of the previous authorized tasks the final set of Sewer System Infrastructure Improvements will be prepared and mapped. It is expected that only minor design criteria and infrastructure changes will be required. The areas of Mare Island that will be served by each individual infrastructure improvement will be identified so that infrastructure can be replaced when needed. This will allow the Island redevelopment to progress and thereby understand the funds required for all the needed infrastructure (versus trying to fund and replace most of the sewer infrastructure at one time).
Task 4.12 Deliverables
Revised result figures
Task 4.13. Sewer System First Draft MIIA Report Chapter We will summarize the task results in the Sewer System First Draft Chapter (see Task 9 for the preparation of the Second and Third Draft and Final Report versions).
Task 4.13 Deliverables
First draft sewer system MIIA report chapter
Task 5. Stormwater System Evaluation
The stormwater system evaluation is presented below by subtask.
Task 5.1. Stormwater Kickoff Meeting
A kickoff meeting will be held for the stormwater system (at the same time as the Overall Project Kickoff Meeting) with City and VFWD staff that will be involved in the stormwater system work. The meeting DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 MIIA Project
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will be used to establish project goals, discuss communication and coordination, and discuss schedule and milestones.
Task 5.2. Gather and Review Existing Information
Existing information will be gathered including studies, master plans, GIS data, condition assessment data, record drawings, and any other information relevant to the Project. We will conduct a site visit and condition assessment of the existing stormwater pump station. The available data will be discussed during the kickoff meeting, and a Data Request Log will be developed to track each document.
Task 5.2 Deliverables
Data request log
Task 5.3 Stormwater Spot-Checks
Ten locations within the stormwater system (e.g., maintenance holes, outfalls) will be visually inspected to verify pipe material (specifically corrugated metal pipes),cross connections with the sewer system, connectivity, inverts, approximate pipe sizes (as visual inspection allows), and any visible condition of manhole and connecting pipes. The spot checks will be performed on storm drain systems that are expected to have adequate capacity and remain in service at buildout of Mare Island Condition information from the 10 inspection locations will be extrapolated to other areas in the system based on material, age, etc.
Task 5.4 Stormwater Lift Station 15 Condition Assessment West Yost will perform condition assessment for lift station 15. It is assumed that VFWD Engineering and Field Operations Staff knowledgeable about the lift station will attend the site visit. Condition assessment information and recommended rehabilitation or replacement actions including costing will be incorporated into the system improvement recommendations. Recommendations will only address condition-related deficiencies; no capacity analysis will be performed.
Task 5.5. Identify Stormwater and Flood Control Design Criteria and Preferences The current 100-year design tide is 10.0 feet NAVD88. VFWD’s (and City’s) design standard for Seal Level Rise is 13.5 feet NAVD88. We will calculate the potential wave run-up height for Mare Island Straight. We will summarize minimum recommendations for freeboard above the design tide and wave run up elevations (e.g., City, District, and FEMA criteria). We will prepare a Mare Island inundation map showing areas that would be inundated with existing 100-year tide and with sea level rise (13.5 feet), both with and without waves . We will also summarize City and District goals for the Mare Island storm drain and flood control system. The goals could include preferences between use of fill, flood walls/levees, detention basins, and pump stations and pressurized/gravity storm drains (feasible for areas above a to- be-established elevation. For detention basins, we will estimate the approximate basin volume and area for a 10-acre tributary watershed to help determine how much land must be allocated for stormwater infrastructure in the MISP. We will summarize advantages and disadvantages of each flood control method. We will summarize the design criteria and District/City preferences in a draft TM. We will discuss the TM at the Sewer System Decision Point A Workshop and then finalize the TM.
Task 5.5 Deliverables
Design criteria and preferences TM.
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Task 5.6. Hydraulic/Hydrodynamic Model and Prepare Draft Stormwater and Flood Control TM (Optional – Priority 2)
This Optional task includes evaluating options for addressing development conditions for Phase 1 and Buildout for stormwater and flood control on Mare Island. Based on other work for VFWD, it appears that the existing storm drain system is inadequate for buildout of Mare Island, especially when sea level rise is considered. We will develop a solution to achieve required design criteria and City/District preferences using a combination of approaches including new infrastructure (sea walls, levees, detention basins, and pump stations); fill to raise the island; raising building pads; pressurized storm drains, etc. For Connolly Corridor, additional storm drain pipe sizing will be performed.
The infrastructure evaluations will include hydrologic and hydraulic modeling to evaluate the detention basin and pump station systems with a variable tide level downstream boundary condition. We will evaluate the use of different model software for these model evaluations, such as continued use of MIKE URBAN (VFWD’s current stormwater model software), use of PCSWMM (a low cost, but powerful program that includes 2-dimensional modeling), and use of EPA SWMM (a public sector, free program). The evaluation of these options will include improvement schematics (including trunk storm drains), sea level rise and wave runup estimates, and Bay mud issues. The stormwater gravity flow systems will be coordinated with the gravity flow sewer system improvements to preclude conflicts. Recommendations from the pump station condition assessment will be included.
Task 5.6 Deliverables
Stormwater and flood control TM, model files.
Task 5.7. Stormwater and Flood Control Decision Point A Workshop (In-Person) (Optional – Priority 2)
If the model is authorized, we will lead a workshop to present the results of Tasks 5.1 through 5.5, review needed decisions and select a preferred approach for Mare Island stormwater and flood control. We will finalize the TM by addressing the City’s and VFWD’s comments on the draft TM. Additional modeling and technical evaluations are assumed not to be needed.
Task 5.7 Deliverables
Workshop and associated materials.
Task 5.8. Develop Final Stormwater and Flood Control System Infrastructure Improvements (Optional – Priority 2)
Based on the results of Task 5.7, the final set of Stormwater and Flood Control System Infrastructure Improvements will be prepared and mapped. The areas of Mare Island that will be served by each individual infrastructure improvement will be identified so that infrastructure can be constructed when needed. This will allow the Island redevelopment to progress and thereby help generate funds for all the needed infrastructure (versus trying to fund most of the infrastructure at one time).
Task 5.9. Stormwater and Flood Control Draft MIIA Report Chapter We will summarize the task results in the Stormwater System First Draft Chapter.
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Task 5.9 Deliverables
First draft stormwater system MIIA report chapter.
Task 6 Geotechnical Evaluation (Optional – Priority 2)
The geotechnical evaluation is an Optional – Priority 2 task. McMillian Jacobs Associates (MJA) will perform the following tasks as a subconsultant to West Yost.
Task 6.1. Geotechnical Kickoff Meeting (Optional – Priority 2) A kickoff meeting will be held for the geotechnical evaluation (at the same time as the Overall Project Kickoff Meeting) with City and VFWD staff. The meeting will be used to establish project goals, discuss communication and coordination, and discuss schedule and milestones.
Task 6.2 Gather and Review Available Geotechnical Documents (Optional – Priority 2) MJA will gather and review the following documents.
Geotechnical reports for private and public work projects on the island proper from MJA archives, settlement monitoring data and other related reports specific to the island made available by the City of Vallejo and the Vallejo Flood & Wastewater District. Review of reports will be limited to the 5 most recent reports in the last 10 years; and Published documents from the Association of Bay Area Governments, U.S. Geological Survey, U.S. Soil Conservation Service, and the California Geological Survey. Historic topographic maps and aerial images (limited to 3 time periods).
Task 6.2 Deliverables
Electronic copies of the collected documents compiled into the final report.
Task 6.3 Draft MIIA Geotechnical Report Chapter and Workshop (Optional – Priority 2) MJA will prepare a final report chapter summarizing the geotechnical findings from the desktop study, conclusion of the findings, and conceptual-level design recommendations for planning the water, sewer, stormwater, and road improvements. The chapter will include:
General description of the project
Geotechnical research findings
Geologic and seismic setting of the project area
Description of the reference subsurface investigations (limited to the 5 most recent reports in the last 10 years) and relevant findings
Boring locations map, and logs of reference borings
Description of groundwater conditions in reference borings Geologic hazards such as liquefaction, fault rupture, ground shaking Current IBC/CBC seismic Soil Class
Tables with conceptual-level estimates of settlement based on applied fill depths DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 MIIA Project
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Appendices presenting the reference information
MJA will conduct a workshop with City and District staff to present the final chapter and address questions.
Task 6.3 Deliverables
Final geotechnical chapter.
Task 7. Road System Evaluation
The road system evaluation is summarized below. This task will be performed by NCE as a subconsultant to West Yost.
Task 7.1. Kickoff Meeting, Progress Meetings, and Project Management A kickoff meeting will be held for the road system (at the same time as the Overall Project Kickoff Meeting), which will include the West Yost Project Manager, NCE Project Manager, City staff, and VFWD staff that will be involved in the road system. The meeting will be used to establish project goals, discuss communication and coordination, and discuss schedule and milestones. NCE will attend monthly Teams progress meetings will be held with the City.
Task 7.2. Database and Centerline Shapefile Review
NCE will first review the StreetSaver database and the road centerline shapefiles. All available data will be discussed during the kickoff meeting.
Task 7.3. Perform Automated Pavement Condition Survey Review The City has pavement network condition data for the entire network (performed 2021/2022), and all inspection data was updated in City’s StreetSaver database. NCE will perform field review only to verify pavement condition from the City’s previous inspection update. Pavement condition will be utilized for planning field testing in Task 7.4 to Task 7.6 in below. In addition, NCE will perform an automated survey vehicle capture of imagery over the entire Mare Island road network including condition data that is collected at the same time of completing imagery. However, no condition data or Pavement Condition Index (PCI) calculations will be uploaded or changed in the City’s database. The collected images on the entire street network in Mare Island will be saved as GIS database and submitted to the City.
Task 7.3 Deliverables
A set of imagery formatted in GIS database.
Task 7.4. Perform Pavement Deflection Testing
Deflection testing will be conducted only on arterials and major collectors on Mare Island, including: Azuar Ave, Connolly St, Flagship Dr, G St, Mare Island Causeway, Nimitz Ave, Railroad Avenue and Walnut Avenue identified from City’s StreetSaver database. A total of 10.5 centerline miles or 21.1 lane miles of streets will be tested. Approximately 1,150 data points will be collected, and it is estimated falling weight deflectometer (FWD) testing will take five (5) days to complete.
Adjustments will be made to test spacing for both cost economy and for efficient coverage of pavements with varying pavement conditions and field constraints. Manual on Uniform Traffic Control Devices (MUTCD) level traffic control will be provided.
DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 MIIA Project
October 31, 2022
Task 7.4 Deliverables
Deflection testing results, layout figures, and summary report.
Task 7.5. Perform Ground Penetrating Radar (GPR) Testing and Analysis The Mare Island arterials and major collector street network will be GPR surveyed in accordance with ASTM D4748 to identify pavement layer types, layer thicknesses, and variability within pavement sections.
Data will be analyzed following GPR testing. It is estimated that GPR testing will take one day to complete.
Task 7.5 Deliverables
GPR Summary Report.
Task 7.6. Conduct Pavement Coring
Initial coring will be conducted concurrently with Task 7.5 for the purpose of calibrating the GPR process.
Dynamic Cone Penetrometer (DCP) testing will also be used for calibration purposes and for estimating layer structural properties. Upon reviewing data from Tasks 7.4 and 7.5, additional coring and DCP testing will be conducted at locations deemed important and necessary for the design process for material sampling. Traffic control using MUTCD guidelines will be provided only on arterials and collectors. A total of up to 56 cores will be performed on arterials and major collectors only, for up to 7days (an Optional – Priority 1 task includes 24 additional cores, for an additional 3 days). Streets with PCI greater than 75 and good pavement structure identified from deflection testing results may not need to be overlaid or reconstructed in next five to ten years, and therefore would not have pavement cores completed.
Pavement coring could be eliminated on those sections in this task.
Task 7.6 Deliverables
Pavement core summary table
Task 7.7. Pavement Analysis and Pavement Design
Data from Tasks 7.2 to 7.6 will be analyzed and evaluated and optimal and cost-efficient designs for arterials and major collectors will be developed. These may range from simple surface treatments to mill and overlays to more robust and cost-effective reconstruction strategies such as cold in-place recycling (CIR), full-depth reclamation (FDR), and surface reconstruction.
Task 7.7 Deliverables
Pavement Evaluation summary report (FWD, GPR, Coring analysis/results, and treatment recommendations and a set of top-down imagery (geo-located). GIS map/shapefiles to show street inventory, pavement conditions from existing StreetSaver database, top-down imagery, recommended treatment, estimated treatment costs, and FWD/GPR raw testing points or average.
Task 7.8 Workshops and MIIA Report Chapter Versions
NCE will conduct a workshop with City and District staff to present the results of these evaluations and address questions. NCE will prepare the First Draft Pavement Chapter.
Task 7.8 Deliverables
DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 MIIA Project
October 31, 2022
First draft roads MIIA report chapter.
Roads Evaluation – Entire System (Optional – Priority 2) Tasks 7.2 through 7.8 above can be supplemented to include the entire Mare Island road system. Each task scope of services would extend to the entire road network; the optional fee is provided in the Optional Fee sheet.
Task 8. Dry Utility Systems (Optional – Priority 1)
The dry utility systems evaluation is summarized below by subtask.
Task 8.1. Kickoff Meeting (Optional – Priority 1)
A kickoff meeting will be held for dry utilities (at the same time as the Overall Project Kickoff Meeting).
The meeting will be used to establish project goals, discuss communication and coordination, and discuss schedule and milestones.
Task 8.2. Coordination with Utility Companies (Optional – Priority 1) We will contact and coordinate with utility providers including Island Energy (electric and gas), Xfinity, AT&T (cable/fiber) to obtain existing mapping, plans, schematics, and reports which detail the extents of dry utilities. A data log will be prepared to document information received. We have allocated a total of $20,000 to work with the dry utility companies to collect and aggregate existing data and studies. It is assumed that up to two additional utility contacts may be needed after the initial request. West Yost will not perform any technical evaluations, mapping, or engineering on dry utility systems.
Task 8.2 Deliverables
Data request log, library of information.
Task 8.3. Dry Utilities First Draft MIIA Report Chapter (Optional – Priority 1) We will summarize the results of Task 8 in the First Draft Chapter 7. Any information available on existing or build-out capacity will be summarized in the TM based on information received from utility companies.
Task 8.3 Deliverables
First draft dry utilities MIIA report chapter.
Task 9. MIIA Technical Report and Presentations
Task 9.1. Complete First Draft MIIA Report
The first drafts of the Water, Sewer, Stormwater, Geotechnical, Roads, and Dry Utility chapters will have been submitted under the above tasks. We will prepare and submit the first drafts of the Executive Summary, Chapter 1 (Introduction), and Chapter 8 (Summary of Recommendations), which will make a Complete First Draft Report. After the first draft, an in-person meeting will be held to receive City and District comments.
DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 MIIA Project
October 31, 2022
Task 9.2. Second and Third Draft MIIA Report
We will prepare the Second Draft Report by addressing the City’s and VFWD’s comments on the First Draft Report. We have assumed no additional technical/engineering work will be needed to address the comments beyond the scope of services described above.
It is assumed the City and District will provide written comments on the Second Draft Report which will be updated in a Third Draft Report. We have assumed comments on the Second Draft will be minor editorial comments.
Task 9.3. Prepare Presentation and Presentation Dry Run Based on the Third Draft Report, West Yost will prepare a PowerPoint Presentation that summarizes the major findings and recommendations of the study. The PowerPoint file will include speaker’s notes. We will participate in a practice “dry-run” with City staff via a virtual meeting. This PowerPoint presentation will be used by City and District staff for the public meetings and presentations unless Task 9.4 is also authorized.
Task 9.4. Public Meeting and Presentations (In-Person) (Optional Task – Priority 1) We will attend/conduct up to two public meetings to communicate information and answer City/District questions related to the Third Draft Technical Report. One meeting is expected to be a public workshop format. The other meeting is expected to be a Council/Board meeting. The consultant team to attend presentations will include West Yost Project Manager; West Yost Deputy Project Manager; Water system representative (West Yost); Road representative (NCE); and Geotechnical representative (MJA). A dry run will be presented to City/District staff for input and revision.
The presentations could be at the City Council/VFWD Board meetings or other venues. After the presentations, we will meet with City and VFWD staff to decide if additional work is needed to address comments and questions from the meetings. We have assumed no additional technical/engineering work will be needed to address the questions and comments beyond the scope of services described above.
Task 9.5. Final Report
We will prepare the Final Report by addressing the City’s, VFWD’s, and the public’s comments on the Third Draft Report and the public meetings.
Proposed Outline of the MIIA Technical Report
Executive Summary
Chapter 1. Overall Project Introduction
Chapter 2. Water System Evaluation
Chapter 3. Sewer System Evaluation
Chapter 4. Stormwater System Evaluation
Chapter 5. Geotechnical Evaluation (if authorized)
Chapter 6. Road System Evaluation
Chapter 7. Dry Utilities Evaluations (if authorized)
Chapter 8. Summary of Recommendations
DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 Customization Mode Enabled (please exit out of this mode before closing workbook) Principal/Vice
President
Engineering/Sc
ientist/Geologi
st Manager II
Technical
Specialist IV
Senior
Engineer/Scien
tist/Geologist I
Principal
Engineer/Scien
tist/Geologist I
Engineer/Scien
tist/Geologist
II
Associate
Engineer/Scien
tist/Geologist
II
Principal
Engineer/Scien
tist/Geologist
II
Senior
Engineer/Scien
tist/Geologist I
Principal
Engineer/Scien
tist/Geologist
II
Principal
Engineer/Scien
tist/Geologist
II
Engineer/Scien
tist/Geologist
II
Senior GIS
Analyst
Engineering/Sc
ientist/Geologi
st Manager II
Administrative
II
Senior
Engineer/Scien
tist/Geologist
II
Engineering/Sc
ientist/Geologi
st Manager II
Engineer/Scien
tist/Geologist
II
Technical
Analyst II
Administrative
II QC Review
Costs
West Yost Associates P/VP EM/SM/GM II TS IV SE/SS/SG I PE/PS/PG I ESG II AE/AS/AG II PE/PS/PG II SE/SS/SG I PE/PS/PG II PE/PS/PG II ESG II SGISA EM/SM/GM II ADM II SE/SS/SG II EM/SM/GM II ESG II TA II ADM II P/VP Hours Fee V&A CHA NCE MJA SUBT Sub. Other Total $328 $324 $242 $251 $280 $201 $231 $298 $251 $298 $298 $201 $245 $324 $112 $248 $314 $193 $143 $105 $328 w/ markup Direct Costs PROJECT: Mare Island Infrastructure Assessment - 10.31 Update Elizabeth D Doug M Jill M Anne G Patrick J Josh S Dmitriy S Mike Z Michele M Brenda E Youssif H Kiersten M Joe B Polly B Admin Mei-Hui QAQC Mgr Project Engr Sr Tech Admin 6% Task 1 Project Management
1.01 Overall Kickoff Meeting 8 2 12 22 6,088$ 700 $ 6,788$
1.02 Progress Meetings (9) 18 9 45 2 2 2 4 82 22,057$ 22,057$
1.03 PM and QAQC 12 40 40 8 100 27,832$ 27,832$
Subtotal, Task 1 (hours) 12 66 11 97 0 0 2 2 2 4 0 0 0 0 8 0 0 0 0 0 0 204 Subtotal, Task 1 ($) 3,936$ 21,384$ 2,662$ 24,347$ 462$ 596$ 502$ 1,192$ 896$ 55,977$ 700 $ 56,677$ Task 2 Land Uses
2.01 Develop LU Estimate - Phase 1 (see Optional Fee Sheet for Buildout - Optional Priority 1) 12 4 16 2 34 9,468$ 9,468$
2.02 Land Use GIS Layers, TM 6 8 12 6 2 34 8,058$ 8,058$ Subtotal, Task 2 (hours) 0 18 4 24 0 0 0 0 0 2 0 12 6 0 2 0 0 0 0 0 0 68 Subtotal, Task 2 ($) 5,832$ 968$ 6,024$ 596$ 2,412$ 1,470$ 224$ 17,526$ 17,526$ Task 3 Water System Evaluation
3.01 Kickoff Meeting 2 2 596$ 596$
3.02 Gather and Review Existing Information 4 8 4 8 16 16 56 14,604$ 14,604$
3.03 Water Tank Condition Assessment 8 4 12 2,932$ 32,000 $ 19,785 $ 54,892$ 57,824$
3.04 Water Pipeline Condition Assessment Spot-Checks 4 16 20 5,312$ 150,000 $ 159,000$ 164,312$
3.05 Perform Desktop Evaluation, TM 16 6 8 30 60 40 4 2 166 40,964$ 40,964$
3.06 Update and Calibrate Hydraulic Model, TM 4 2 54 12 60 8 2 142 36,342$ 3,360 $ 39,702$
3.07 Hydraulic Model Analyses, TM 4 2 60 12 70 4 2 154 38,844$ 38,844$
3.08 Decision Point A Workshop 12 6 16 20 4 16 74 19,724$ 700 $ 20,424$
3.09 Develop Final Infrastructure Improvements 8 6 8 32 8 40 8 110 28,604$ 28,604$
3.10 1st Draft MIIA Technical Report Chapter 8 4 12 16 4 24 8 32 4 8 120 29,620$ 29,620$ Subtotal, Task 3 (hours) 0 60 30 76 0 0 20 4 0 230 60 294 40 28 14 0 0 0 0 0 0 856 Subtotal, Task 3 ($) 19,440$ 7,260$ 19,076$ 4,620$ 1,192$ 68,540$ 17,880$ 59,094$ 9,800$ 9,072$ 1,568$ 217,542$ 182,000 $ 19,785 $ 213,892$ 4,060 $ 435,494$ Task 4 Sewer System Evaluation
4.01 Kickoff Meeting 2 2 462$ 462$
4.02 Gather and Review Existing Information 8 8 12 8 8 16 60 14,212$ 10,000 $ 10,600$ 24,812$
4.03 Sewer Field Verification and GIS Mapping Update 6 2 24 60 36 128 29,332$ 450 $ 29,782$
4.04 Sewer Lift Station Condition Assessment 2 16 60 24 102 23,348$ 23,348$
4.05 Perform Desktop Evaluation, TM 16 8 40 16 8 4 60 12 2 166 39,468$ 39,468$
4.06 Estimate Sewer System Flows, TM 10 6 2 32 4 4 2 60 13,890$ 13,890$
4.07 Decision Point A Workshop, Field Work Plan 8 6 24 8 24 70 16,740$ 700 $ 17,440$
4.08 Flow Monitoring Field Work (Optional - Priority 1) 0
4.09 CCTV Inspection and Analysis (see Optional Fee sheet for potholing - Priority 2) 4 40 8 60 112 25,780$ 90,000 $ 95,400$ 121,180$
4.10 Develop Hydraulic Model (Optional - Priority 2) 0
4.11 Decision Point B Workshop (Optional - Priority 2) 0
4.12 Develop Final Infrastructure Improvements 14 6 14 16 32 8 2 40 132 31,036$ 31,036$
4.13 1st Draft MIIA Technical Report Chapter 12 4 24 4 24 24 8 4 40 8 152 34,692$ 34,692$ Subtotal, Task 4 (hours) 0 80 34 200 6 80 154 32 14 0 0 324 48 0 12 0 0 0 0 0 0 984 Subtotal, Task 4 ($) 25,920$ 8,228$ 50,200$ 1,680$ 16,080$ 35,574$ 9,536$ 3,514$ 65,124$ 11,760$ 1,344$ 228,960$ 10,000 $ 90,000 $ 106,000$ 1,150 $ 336,110$ Task 5 Stormwater System Evaluation
5.01 Stormwater Kickoff Meeting 0
5.02 Gather and Review Existing Information 4 2 2 8 4 20 4,814$ 4,814$
5.03 Stormwater Spot-Checks 4 16 20 4,512$ 4,512$
5.04 LS 15 Condition Assessment 4 16 32 52 11,904$ 11,904$
5.05 Identify Stormwater and Flood Control Design Criteria and Preferences 24 2 16 2 44 11,996$ 11,996$
5.06 H/H Model and Stormwater/Flood Control TM (Optional - Priority 2) 0
5.07 Decision Point A Workshop (Optional - Priority 2) 0
5.08 Develop Final Stormwater and Flood Control System Infrastructure Improvements (Optional - Priority 2) 0
5.09 Develop Final Stormwater and Flood Control System Infrastructure Improvements (Optional) 0
5.10 1st Draft MIIA Technical Report Chapter 8 4 4 16 2 4 4 42 9,828$ 9,828$ Subtotal, Task 5 (hours) 0 44 6 8 0 72 36 2 6 0 0 0 0 0 4 0 0 0 0 0 0 178 Subtotal, Task 5 ($) 14,256$ 1,452$ 2,008$ 14,472$ 8,316$ 596$ 1,506$ 448$ 43,054$ 43,054$ Task 6 Geotechnical Evaluation (Optional - Priority 2)
6.01 Geotechnical Kickoff and PM (Optional - Priority 2) 0
6.02 Gather and Review Geotechnical Documents, Workshop (Optional - Priority 2) 0
6.03 Geotechnical Report Chapter (Optional - Priority 2) 0 Subtotal, Task 6 (hours) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Subtotal, Task 6 ($)
Task 7 Roads Evaluation
7.01 Kickoff Meeting and PM 60 12 4 76 19,420$ 19,420$
7.02 Database Review and Centerline Shape File 1 1 2 8 12 2,615$ 2,615$
7.03 Perform Automated Pavement Condition Survey 1 1 4 24 30 6,199$ 22,426 $ 23,772$ 29,971$
7.04 Pavement Deflection Testing 1 1 2 24 16 1 45 8,096$ 32,700 $ 34,662$ 42,758$
7.05 GPR Testing and Analysis 1 1 2 2 12 8 1 27 5,264$ 12,000 $ 12,720$ 17,984$
7.06 Pavement Coring (80 cores) 2 4 2 54 54 1 117 20,397$ 74,690 $ 79,171$ 99,568$
7.07 Pavement Analysis and Design 1 1 40 16 120 8 2 188 40,033$ 1,000 $ 1,060$ 41,093$
7.08 1st Draft Roads Chapter and Workshop 8 8 40 16 52 1 4 129 30,143$ 30,143$ Subtotal, Task 7 (hours) 0 15 0 17 0 0 0 0 0 0 0 0 0 0 0 152 46 298 87 9 0 624 Subtotal, Task 7 ($) 4,860$ 4,267$ 37,696$ 14,444$ 57,514$ 12,441$ 945$ 132,167$ 142,816 $ 151,385$ 283,552$ Task 8 Dry Utilities (Optional - Priority 1)
8.01 Kickoff Meeting (Optional - Priority 1) 0
8.02 Coordination with Utility Companies (Optional - Priority 1) 0
8.03 1st Draft MIIA Technical Report Chapter (Optional - Priority 1) 0 Subtotal, Task 8 (hours) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Subtotal, Task 8 ($)
Labor
Exhibit B - Attachment 1
Compensation
DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 Costs
West Yost Associates P/VP EM/SM/GM II TS IV SE/SS/SG I PE/PS/PG I ESG II AE/AS/AG II PE/PS/PG II SE/SS/SG I PE/PS/PG II PE/PS/PG II ESG II SGISA EM/SM/GM II ADM II SE/SS/SG II EM/SM/GM II ESG II TA II ADM II P/VP Hours Fee V&A CHA NCE MJA SUBT Sub. Other Total $328 $324 $242 $251 $280 $201 $231 $298 $251 $298 $298 $201 $245 $324 $112 $248 $314 $193 $143 $105 $328 w/ markup Direct Costs PROJECT: Mare Island Infrastructure Assessment - 10.31 Update Elizabeth D Doug M Jill M Anne G Patrick J Josh S Dmitriy S Mike Z Michele M Brenda E Youssif H Kiersten M Joe B Polly B Admin Mei-Hui QAQC Mgr Project Engr Sr Tech Admin 6% Labor
Task 9 MIIA Technical Report and Presentations
9.01 Compile First Draft Report 1 24 6 24 2 2 1 2 2 2 1 8 75 19,509$ 19,509$
9.02 Second and Third Draft Report 2 24 4 24 8 2 2 2 2 8 8 4 16 4 110 26,732$ 26,732$
9.03 Prepare Presentation and Presentation Dry Run 12 2 16 4 8 42 11,564$ 500 $ 530$ 12,094$
9.04 Public Meeting and Presentations (Optional - Priority 1) 0 700 $ 700$
9.05 Final Report 4 16 2 24 8 4 8 66 16,312$ 16,312$ Subtotal, Task 9 (hours) 7 76 14 88 0 18 4 2 1 8 2 8 0 1 24 16 4 16 0 4 0 293 Subtotal, Task 9 ($) 2,296$ 24,624$ 3,388$ 22,088$ 3,618$ 924$ 596$ 251$ 2,384$ 596$ 1,608$ 324$ 2,688$ 3,968$ 1,256$ 3,088$ 420$ 74,117$ 500 $ 530$ 700 $ 75,347$ Task 10 Contingency
10.01 Base Fee Contingency for Additional Services requested by City/District 0 12,240 $ 12,240$
10.02 Additional Services requested by City/District (Optional - Priority 2) 0 Subtotal, Task 10 (hours) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Subtotal, Task 10 ($) 12,240 $ 12,240$
TOTAL (hours) 19 359 99 510 6 170 216 42 23 244 62 638 94 29 64 168 50 314 87 13 0 3,207 TOTAL ($) 6,232$ 116,316$ 23,958$ 128,010$ 1,680$ 34,170$ 49,896$ 12,516$ 5,773$ 72,712$ 18,476$ 128,238$ 23,030$ 9,396$ 7,168$ 41,664$ 15,700$ 60,602$ 12,441$ 1,365$ 769,343$ 182,000 $ 10,000 $ 142,816 $ 20,285 $ 90,000 $ 471,807$ 18,850 $ 1,260,000$ DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 Customization Mode Enabled (please exit out of this mode before closing workbook) Principal/Vice
President
Engineering/Sc
ientist/Geologi
st Manager II
Technical
Specialist IV
Senior
Engineer/Scien
tist/Geologist I
Principal
Engineer/Scien
tist/Geologist I
Engineer/Scien
tist/Geologist
II
Associate
Engineer/Scien
tist/Geologist
II
Principal
Engineer/Scien
tist/Geologist
II
Senior
Engineer/Scien
tist/Geologist I
Principal
Engineer/Scien
tist/Geologist
II
Principal
Engineer/Scien
tist/Geologist
II
Engineer/Scien
tist/Geologist
II
Senior GIS
Analyst
Engineering/Sc
ientist/Geologi
st Manager II
Administrative
II
Senior
Engineer/Scien
tist/Geologist
II
Engineering/Sc
ientist/Geologi
st Manager II
Engineer/Scien
tist/Geologist
II
Technical
Analyst II
Administrative
II QC Review
Costs
West Yost Associates P/VP EM/SM/GM II TS IV SE/SS/SG I PE/PS/PG I ESG II AE/AS/AG II PE/PS/PG II SE/SS/SG I PE/PS/PG II PE/PS/PG II ESG II SGISA EM/SM/GM II ADM II SE/SS/SG II EM/SM/GM II ESG II TA II ADM II P/VP Hours Fee V&A NCE MJA SUBT Sub. Other Total $328 $324 $242 $251 $280 $201 $231 $298 $251 $298 $298 $201 $245 $324 $112 $248 $314 $193 $143 $105 $328 w/ markup Direct Costs PROJECT: Mare Island Infrastructure Assessment Optional Items - 10.31 Update Elizabeth D Doug M Jill M Anne G Patrick J Josh S Dmitriy S Mike Z Michele M Brenda E Youssif H Kiersten M Joe B Polly B Admin Mei-Hui QAQC Mgr Project Engr Sr Tech Admin 10% Task 1 Mare Island Land Uses (Optional Task - Priority 1)
1.01 Buildout Land Use Conditions, Land Use GIS Layer - Priority 1 6 2 8 8 4 1 29 7,136$ 7,136$
Subtotal, Task 1 (hours) 0 6 2 8 0 0 0 0 0 0 0 8 4 0 1 0 0 0 0 0 0 29 Subtotal, Task 1 ($) 1,944$ 484$ 2,008$ 1,608$ 980$ 112$ 7,136$ 7,136$ Task 2 Water System Evaluation (Optional Task - Priority 1)
2.01 Buildout Land Use Analyses (all related tasks) - Priority 1 8 12 20 4,796$ 4,796$ Subtotal, Task 2 (hours) 0 0 0 0 0 0 0 0 0 8 0 12 0 0 0 0 0 0 0 0 0 20 Subtotal, Task 2 ($) 2,384$ 2,412$ 4,796$ 4,796$ Task 3 Sewer System Evaluation (Optional Tasks)
3.01 Buildout Land Use Analyses (all related tasks) - Priority 1 4 2 6 8 20 4,852$ 4,852$
3.02 Flow Monitoring Field Work - Priority 2 4 12 24 40 9,188$ 37,000$ 40,700$ 49,888$
3.03 Potholing (10) - Priority 2 4 8 12 2,612$ 33,000$ 36,300$ 38,912$
3.04 Develop Hydraulic Model - Priority 2 24 40 120 8 192 45,104$ 45,104$
3.05 Decision Point B Workshop - Priority 2 8 4 16 4 8 40 10,228$ 10,228$ Subtotal, Task 3 (hours) 0 36 4 26 52 154 16 0 8 0 0 8 0 0 0 0 0 0 0 0 0 304 Subtotal, Task 3 ($) 11,664$ 968$ 6,526$ 14,560$ 30,954$ 3,696$ 2,008$ 1,608$ 71,984$ 37,000$ 33,000$ 77,000$ 148,984$ Task 4 Stormwater System Evaluation (Optional Tasks - Priority 2)
4.01 H/H Model and Prepare Draft Stormwater and Flood
Control TM - Priority 2 24 4 2 50 8 2 90 21,528$ 21,528$
4.02 Stormwater and Flood Control Decision Point A Workshop (In-Person) - Priority 2 12 2 4 16 4 2 40 10,018$ 10,018$
4.03 Develop Final Stormwater and Flood Control System
Infrastructure Improvements - Priority 2 16 2 4 30 8 2 6 68 16,652$ 16,652$ Subtotal, Task 4 (hours) 0 52 8 10 0 96 12 2 16 0 0 0 0 0 2 0 0 0 0 0 0 198 Subtotal, Task 4 ($) 16,848$ 1,936$ 2,510$ 19,296$ 2,772$ 596$ 4,016$ 224$ 48,198$ 48,198$ Task 5 Geotechnical Evaluation (Optional Task - Priority 2)
5.01 Kickoff and PM - Priority 2 0 3,670$ 4,037$ 4,037$
5.02 Gather and Review Geotechnical Documents, Workshop - Priority 2 4 4 8 2,300$ 43,570$ 47,927$ 50,227$
5.03 Geotechnical Report Chapter - Priority 2 4 8 12 3,304$ 3,340$ 3,674$ 6,978$ Subtotal, Task 5 (hours) 0 8 0 12 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 20 Subtotal, Task 5 ($) 2,592$ 3,012$ 5,604$ 50,580$ 55,638$ 61,242$ Task 6 Roads Evaluation (Optional Task - Priority 1)
6.01 Additional 24 Pavement Cores - Priority 1 10 10 20 3,360$ 32,010 $ 35,211$ 38,571$ Subtotal, Task 6 (hours) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 10 10 0 0 20 Subtotal, Task 6 ($) 1,930$ 1,430$ 3,360$ 32,010$ 35,211$ 38,571$ Task 7 Roads Evaluation (Optional Supplement for entire System - Priority 2)
7.01 Kickoff Meeting and PM - Priority 2 0
7.02 Database Review and Centerline Shape File - Priority 2 1 2 3 826$ 826$
7.03 Perform Automated Pavement Condition Survey - Priority 2 0 22,425 $ 24,668$ 24,668$
7.04 Pavement Deflection Testing - Priority 2 16 16 3,088$ 12,000 $ 13,200$ 16,288$
7.05 GPR Testing and Analysis - Priority 2 12 8 20 3,460$ 11,500 $ 12,650$ 16,110$
7.06 Pavement Coring - Priority 2 16 16 32 5,376$ 58,400 $ 64,240$ 69,616$
7.07 Pavement Analysis and Design - Priority 2 0
7.08 1st Draft Roads Chapter and Workshop (Supplement to incorporate Optional Items) - Priority 2 4 4 16 8 24 2 58 13,622$ 13,622$ Subtotal, Task 7 (hours) 0 5 0 6 0 0 0 0 0 0 0 0 0 0 0 16 8 68 24 2 0 129 Subtotal, Task 7 ($) 1,620$ 1,506$ 3,968$ 2,512$ 13,124$ 3,432$ 210$ 26,372$ 104,325$ 114,758$ 141,130$ Task 8 Dry Utility Systems (Optional Tasks - Priority 1)
8.01 Kickoff Meeting 0
8.02 Coordination with Utility Companies - Priority 1 8 4 12 30 54 12,602$ 12,602$
8.03 1st Draft MIIA Technical Report Chapter - Priority 1 4 4 8 12 4 32 7,132$ 7,132$ Subtotal, Task 8 (hours) 0 12 8 20 0 42 0 0 0 0 0 0 0 0 4 0 0 0 0 0 0 86 Subtotal, Task 8 ($) 3,888$ 1,936$ 5,020$ 8,442$ 448$ 19,734$ 19,734$ Task 9 MIIA Technical Report and Presentations (Optional Tasks - Priority 1)
9.01 Public Meeting and Presentations (Optional - Priority 1) 16 8 16 40 11,136$ 11,136$ Subtotal, Task 9 (hours) 0 16 8 16 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 40 Subtotal, Task 9 ($) 5,184$ 1,936$ 4,016$ 11,136$ 11,136$ Task 10 Contingency (Optional)
10.01 Additional Services requested by City/District (Optional) 0 75,000$ 75,000$ Subtotal, Task 10 (hours) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Subtotal, Task 10 ($) 75,000 $ 75,000$
TOTAL (hours) 0 135 30 98 52 292 28 2 24 8 0 28 4 0 7 16 8 78 34 2 0 846 TOTAL ($) 43,740$ 7,260$ 24,598$ 14,560$ 58,692$ 6,468$ 596$ 6,024$ 2,384$ 5,628$ 980$ 784$ 3,968$ 2,512$ 15,054$ 4,862$ 210$ 198,320$ 37,000$ 136,335$ 50,580$ 33,000$ 282,607$ 75,000$ 555,927$ Labor
DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 (Effective A
ugust 1, 2022 through December 31, 2022)*
POSITIONS
ENGINEERING
Principal/Vice President $328
Enginee
r/Scientist/Geologist Manager I / II $310 / $324
Principal Engineer
/Scientist/Geologist I / II $280 / $298
Senior Engineer/Scie
ntist/Geologist I / II $251 / $264
Associate Engineer
/Scientist/Geologist I / II $215 / $231
Engineer/Scienti
st/Geologist I / II $173 / $201
Engineering Aide $101
Fiel
d Monitoring Services $93
Administrative I / II / III / IV $89 / $112 / $134 / $148
ENGINEERING TE
CHNOLOGY
Engineering Tech Manager I / II $322 / $324
Principal Tech S
pecialist I / II $296 / $306
Senior Tech Specialist I / II $271 / $283
Senior GIS Analys
t $245
GIS Analyst $232
Technical Specialist I / II / III / IV $173 / $197 / $221 / $247 Technical Analyst I / II $124 / $148
Technical Analyst Inter
n $100
Cross-Connection Control Specialist I / II / III / IV $129 / $140 / $157 / $175 CAD Manager $195
CAD Desig
ner I / II $151 / $171
CONSTRUCTION MANA
GEMENT
Senior Construction Manager $313
Con
struction Manager I / II / III / IV $191 / $205 / $217 / $275 Resident Inspector (Prevail
ing Wage Groups 4 / 3 / 2 / 1) $167 / $185 / $207 / $215 Apprentice Inspector $151
CM Adm
inistrative I / II $81 / $109
Field Services $215
2022 Billing
Rate Schedule
LABOR CHA
RGES
(DOLLARS PER HOUR)
■ Hourly rates include Technol
ogy and Communication charges such as general and CAD computer, software, telephone, routine in-house copies/prints, postage, miscellaneous supplies, and other incidental project expenses. ■ Outside Services suc
h as vendor reproductions, prints, shipping, and major West Yost reproduction efforts, as well as Engineering Supplies, etc. will be billed at actual cost plus 15%. ■ The Federal Mil
eage Rate will be used for mileage charges and will be based on the Federal Mileage Rate applicable to when the mileage costs were incurred. Travel other than mileage will be billed at cost. ■ Subconsultants will
be billed at actual cost plus 10%.
■ Expert witness, research, techni
cal review, analysis, preparation and meetings billed at 150% of standard hourly rates. Expert witness testimony and depositions billed at 200% of standard hourly rates. ■ A Finance Charge of 1.5
% per month (an Annual Rate of 18%) on the unpaid balance will be added to invoice amounts if not paid within 45 days from the date of the invoice. * This schedule is updated an
nually Page 1 of 2
DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 (Effecti
ve August 1, 2022 through December 31, 2022)*
Equipm
ent Charges
EQUIPMEN
T
2" Purge Pump & Contr
ol Box $270 / day
Aquacalc / Pygm
y or AA Flow Meter $28 / day
Emergency S
CADA System $35 / day
Gas Detector $80 / day
Generator $39 / day
Hydrant Pressure G
auge $10 / day
Hydrant Pressure Recorder
, Impulse (Transient) $55 / day
Hydrant Pressure Recorder
, Standard $40 / day
Low Fl
ow Pump Controller $75 / day
Powers W
ater Level Meter $32 / day
Precision Water Le
vel Meter $19 / day
Stainl
ess Steel Wire per foot $0.03 / day
Storage Tan
k $15 / day
Sump Pum
p $24 / day
Transducer Com
ponents (per installation) $23 / day
Trim
ble GPS – Geo 7x $220 / day
Tube Length Co
unter $22 / day
Turbi
dity Meter $22 / day
Vehicle $10 / day
Water Flow Pr
obe Meter $20 / day
Water Quality Meter $27 / day
Water Quality Mul
timeter $185 / day
Well Sounder $30 / day
BILLING RAT
ES
2022 Bill
ing Rate Schedule
* This schedule is upda
ted annually Page 2 of 2
DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
INSR ADDL SUBR
LTR INSD WVD
PRODUCER CONTACT
NAME:
FAXPHONE
(A/C, No):(A/C, No, Ext):
E-MAIL
ADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT
OTHER: $
COMBINED SINGLE LIMIT
$(Ea accident)
ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED
BODILY INJURY (Per accident) $AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE
$AUTOS ONLY AUTOS ONLY (Per accident)
$
OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $
PER OTH-
STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
11/17/2022
License # 0E67768
(925) 660-3514 50008 (925) 416-7869
13056
West Yost & Associates, Inc.
2020 Research Park Drive
Suite 100
Davis, CA 95618
A 1,000,000
PSA0003122 9/1/2022 9/1/2023 1,000,000
10,000
1,000,000
2,000,000
2,000,000
1,000,000A
PSA0003122 9/1/2022 9/1/2023
5,000,000A
PSE0004755 9/1/2022 9/1/2023 5,000,000
A
PSW0005293 9/1/2022 9/1/2023 1,000,000
1,000,000
1,000,000
A Professional Liab. RDP0048148 9/1/2022 Per Claim 1,000,000 A Professional Liab. RDP0048148 9/1/2022 9/1/2023 Aggregate 1,000,000 RE: Client #174
All operations of the Named Insured, including the aforementioned project, if any.
General Liability: The City of Vallejo, its officers, officials, employees, Vallejo Flood and Wastewater District, agents and volunteers are included as Additional Insured on Primary & Non-Contributory basis with Waiver of Subrogation included, as required by written contract.
Workers' Compensation: The City of Vallejo, its officers, officials, employees, Vallejo Flood and Wastewater District, agents and volunteers are included as per attached Waiver of Subrogation Endorsement, as required by written contract.
SEE ATTACHED ACORD 101
City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
WESTYOS-01 MICHAELA
IOA Insurance Services
3875 Hopyard Road
Suite 200
Pleasanton, CA 94588
Gigi Yuen
[email protected]
RLI Insurance Company
X
9/1/2023
X
X
X
X
X
X
DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 FORM NUMBER:
EFFECTIVE DATE:
The ACORD name and logo are registered marks of ACORD
ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE
FORM TITLE:
Page of
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01)
AGENCY CUSTOMER ID:
LOC #:
AGENCY NAMED INSURED
POLICY NUMBER
CARRIER NAIC CODE
© 2008 ACORD CORPORATION. All rights reserved.
IOA Insurance Services
WESTYOS-01
SEE PAGE 1
1 SEE PAGE 1
ACORD 25 Certificate of Liability Insurance
License # 0E67768
1 SEE P 1
West Yost & Associates, Inc.
2020 Research Park Drive
Suite 100
Davis, CA 95618
SEE PAGE 1
MICHAELA
1 Description of Operations/Locations/Vehicles:
Auto Liability: The City of Vallejo, its officers, officials, employees, Vallejo Flood and Wastewater District, agents and volunteers are included as Additional Insured with Waiver of Subrogation included, as required by written contract.
DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 ✁ ✂ ✄ ☎ ✆ ✝ ✞ ✟ ✠ ✡ ☛ ☞ ✌ ✍ ✎ ✎ ✏ ✑ ✞ ☛ ✒ ✏ ☎ ✡ ✓ ✁ ✟ ✔ ✒ ✏ ✆ ✕ ✖ ✗ ✘ ✙ ✚ ✛ ✜ ✢ ✣ ✘ ✙ ✤
✥ ✦ ✧ ★ ✧ ✩ ✪ ✩ ✒ ✫ ✡ ✪ ✁ ✬ ✪
✭ ✮ ✯ ✰ ✱ ✲ ✳ ✴ ✵ ✰ ✱ ✶ ✱ ✲ ✭ ✷ ✮ ✸ ✲ ✹ ✱ ✰ ✭ ✮ ✱ ✺ ✴ ✻ ✯ ✷ ✼ ✽ ✺ ✻ ✱ ✸ ✰ ✱ ✵ ✱ ✸ ✳ ✯ ✭ ✷ ✸ ✵ ✱ ✾ ✿ ✻ ✻ ✼ ✽ ❀
D o c u S i g n E n v e l o p e I D : 8 E 3 A C 3 D 7 - F 7 4 6 - 4 5 5 D - 9 6 5 E - 7 B 9 1 2 3 C 9 4 7 4 1 ❁ ❂ ✄ ✑ ✡ ✏ ❃ ✁ ☛ ✑ ✡ ✟ ✡ ✏ ❄ ✟ ✁ ❃ ✄ ✬ ✄ ✡ ✑ ✄ ✏ ✑ ✞ ☛ ✒ ✏ ☎ ✡ ✔ ☛ ✁ ❅ ✄ ❃ ✡ ❃ ✞ ✏ ❃ ✡ ☛ ❄ ❂ ✡ ✬ ✁ ✂ ✂ ✁ ❆ ✄ ✏ ✫ ☞ ✥ ❇ ❈ ✎ ✝ ❉ ❈ ❈ ❊ ❋ ✝ ❉ ✌ ❈ ✓ ❊ ● ❉ ✌ ❍ ■ ❉ ❏ ❊ ✌ ❑ ▲ ❈ ❉ ✓ ❁ ✎ ❊ ✝ ✎ ✎ ▼ ✍ ✎ ❍ ✥ ✎ ✍ ✎ ❁ ◆ ❖
✽ ✷ ✽ ✮ ✴ ✯ ✰ ✸ ✲ ✯ ✲ ✰ ✿ ✵ ✱ ✳ ✄ ✑ ✒ ✟ ✡ ✏ ❃ ✡ ❃ ❄ ✁ ✄ ✏ ☎ ✂ ✞ ❃ ✡ ✒ ✑ ✒ ✏ ✒ ❃ ❃ ✄ ❄ ✄ ✁ ✏ ✒ ✂ ✄ ✏ ✑ ✞ ☛ ✡ ❃ ✒ ✏ ✆ ✔ ✡ ☛ ✑ ✁ ✏ ✁ ☛ ✁ ☛ ✫ ✒ ✏ ✄ ◗ ✒ ❄ ✄ ✁ ✏ ❄ ❂ ✒ ❄ ✆ ✁ ✞ ✒ ✫ ☛ ✡ ✡ ✄ ✏ ✒ ☎ ✁ ✏ ❄ ☛ ✒ ☎ ❄ ✁ ☛ ✒ ✫ ☛ ✡ ✡ ✟ ✡ ✏ ❄ ☛ ✡ ❘ ✞ ✄ ☛ ✄ ✏ ✫ ✄ ✏ ✑ ✞ ☛ ✒ ✏ ☎ ✡ ❄ ✁ ✄ ✏ ☎ ✂ ✞ ❃ ✡ ✒ ✑ ✒ ✏ ✒ ❃ ❃ ✄ ❄ ✄ ✁ ✏ ✒ ✂ ✄ ✏ ✑ ✞ ☛ ✡ ❃ ✁ ✏ ❄ ❂ ✄ ✑ ✔ ✁ ✂ ✄ ☎ ✆ ❙ ✠ ✞ ❄ ✁ ✏ ✂ ✆ ❆ ✄ ❄ ❂ ☛ ✡ ✑ ✔ ✡ ☎ ❄ ❄ ✁ ✂ ✄ ✒ ✠ ✄ ✂ ✄ ❄ ✆ ✬ ✁ ☛ ❚ ✠ ✁ ❃ ✄ ✂ ✆ ✄ ✏ ❯ ✞ ☛ ✆ ❚ ❙ ❚ ✔ ☛ ✁ ✔ ✡ ☛ ❄ ✆ ❃ ✒ ✟ ✒ ✫ ✡ ❚ ✁ ☛ ❚ ✔ ✡ ☛ ✑ ✁ ✏ ✒ ✂ ✒ ✏ ❃ ✒ ❃ ❅ ✡ ☛ ❄ ✄ ✑ ✄ ✏ ✫ ✄ ✏ ❯ ✞ ☛ ✆ ❚ ☎ ✒ ✞ ✑ ✡ ❃ ✄ ✏ ❆ ❂ ✁ ✂ ✡ ✁ ☛ ✄ ✏ ✔ ✒ ☛ ❄ ✠ ✆ ✆ ✁ ✞ ✁ ☛ ❄ ❂ ✁ ✑ ✡ ✒ ☎ ❄ ✄ ✏ ✫ ✁ ✏ ✆ ✁ ✞ ☛ ✠ ✡ ❂ ✒ ✂ ✬ ☞
❱
✽ ✎ ✏ ❄ ❂ ✡ ✔ ✡ ☛ ✬ ✁ ☛ ✟ ✒ ✏ ☎ ✡ ✁ ✬ ✆ ✁ ✞ ☛ ✁ ✏ ✫ ✁ ✄ ✏ ✫ ✁ ✔ ✡ ☛ ✒ ❄ ✄ ✁ ✏ ✑ ❲ ❳ ✽ ✎ ✏ ☎ ✁ ✏ ✏ ✡ ☎ ❄ ✄ ✁ ✏ ❆ ✄ ❄ ❂ ✔ ☛ ✡ ✟ ✄ ✑ ✡ ✑ ✁ ❆ ✏ ✡ ❃ ✠ ✆ ✁ ☛ ☛ ✡ ✏ ❄ ✡ ❃ ❄ ✁ ✆ ✁ ✞ ❲ ✁ ☛
❨
✽ ✎ ✏ ☎ ✁ ✏ ✏ ✡ ☎ ❄ ✄ ✁ ✏ ❆ ✄ ❄ ❂ ❩ ✆ ✁ ✞ ☛ ❆ ✁ ☛ ❬ ❭ ✒ ✏ ❃ ✄ ✏ ☎ ✂ ✞ ❃ ✡ ❃ ❆ ✄ ❄ ❂ ✄ ✏ ❄ ❂ ✡ ❩ ✔ ☛ ✁ ❃ ✞ ☎ ❄ ▲ ☎ ✁ ✟ ✔ ✂ ✡ ❄ ✡ ❃ ✁ ✔ ✡ ☛ ✒ ❄ ✄ ✁ ✏ ✑ ❂ ✒ ◗ ✒ ☛ ❃ ❭ ❪
❫
✽ ❁ ❂ ✡ ✄ ✏ ✑ ✞ ☛ ✒ ✏ ☎ ✡ ✔ ☛ ✁ ❅ ✄ ❃ ✡ ❃ ❄ ✁ ❄ ❂ ✡ ✒ ❃ ❃ ✄ ❄ ✄ ✁ ✏ ✒ ✂ ✄ ✏ ✑ ✞ ☛ ✡ ❃ ✠ ✆ ❄ ❂ ✄ ✑ ✡ ✏ ❃ ✁ ☛ ✑ ✡ ✟ ✡ ✏ ❄ ✄ ✑ ✂ ✄ ✟ ✄ ❄ ✡ ❃ ✒ ✑ ✬ ✁ ✂ ✂ ✁ ❆ ✑ ☞ ❱
✽ ❁ ❂ ✄ ✑ ✄ ✏ ✑ ✞ ☛ ✒ ✏ ☎ ✡ ❃ ✁ ✡ ✑ ✏ ✁ ❄ ✒ ✔ ✔ ✂ ✆ ✁ ✏ ✒ ✏ ✆ ✠ ✒ ✑ ✄ ✑ ❄ ✁ ✒ ✏ ✆ ✔ ✡ ☛ ✑ ✁ ✏ ✁ ☛ ✁ ☛ ✫ ✒ ✏ ✄ ◗ ✒ ❄ ✄ ✁ ✏ ✬ ✁ ☛ ❆ ❂ ✄ ☎ ❂ ☎ ✁ ❅ ✡ ☛ ✒ ✫ ✡ ✒ ✑ ✒ ✏ ✒ ❃ ❃ ✄ ❄ ✄ ✁ ✏ ✒ ✂ ✄ ✏ ✑ ✞ ☛ ✡ ❃ ✑ ✔ ✡ ☎ ✄ ✬ ✄ ☎ ✒ ✂ ✂ ✆ ✄ ✑ ✒ ❃ ❃ ✡ ❃ ✠ ✆ ✒ ✏ ✁ ❄ ❂ ✡ ☛ ✡ ✏ ❃ ✁ ☛ ✑ ✡ ✟ ✡ ✏ ❄ ❄ ✁ ❄ ❂ ✄ ✑ ✔ ✁ ✂ ✄ ☎ ✆ ❪ ❳ ✽ ❁ ❂ ✄ ✑ ✄ ✏ ✑ ✞ ☛ ✒ ✏ ☎ ✡ ❃ ✁ ✡ ✑ ✏ ✁ ❄ ✒ ✔ ✔ ✂ ✆ ❄ ✁ ❄ ❂ ✡ ☛ ✡ ✏ ❃ ✡ ☛ ✄ ✏ ✫ ✁ ✬ ✁ ☛ ✬ ✒ ✄ ✂ ✞ ☛ ✡ ❄ ✁ ☛ ✡ ✏ ❃ ✡ ☛ ✒ ✏ ✆ ❚ ✔ ☛ ✁ ✬ ✡ ✑ ✑ ✄ ✁ ✏ ✒ ✂ ✑ ✡ ☛ ❅ ✄ ☎ ✡ ✑ ❚ ❪
❨
✽ ❁ ❂ ✄ ✑ ✡ ✏ ❃ ✁ ☛ ✑ ✡ ✟ ✡ ✏ ❄ ❃ ✁ ✡ ✑ ✏ ✁ ❄ ✄ ✏ ☎ ☛ ✡ ✒ ✑ ✡ ✒ ✏ ✆ ✁ ✬ ❄ ❂ ✡ ✂ ✄ ✟ ✄ ❄ ✑ ✁ ✬ ✄ ✏ ✑ ✞ ☛ ✒ ✏ ☎ ✡ ✑ ❄ ✒ ❄ ✡ ❃ ✄ ✏ ✳ ✽ ✻ ❴ ❱
❳ ❴ ❵ ❴ ❛ ❜ ✸ ❝ ❞
✶ ❡ ❞ ❴
❨ ❱
❵ ✱ ❢ ❣ ❡ ❝ ❤ ❡ ❤ ✻ ❴ ✐ ❴ ❛ ❤ ❥ ❦ ✯ ❝ ❤ ❧ ♠
❱
❝
❨
❡ ❪
♥
✽ ❁ ❂ ✡ ✬ ✁ ✂ ✂ ✁ ❆ ✄ ✏ ✫ ✄ ✑ ✒ ❃ ❃ ✡ ❃ ❄ ✁ ✰ ✱ ✷ ✭ ✯ ✴ ✲ ✯ ✯ ✯ ✮ ✽ ❫
✽ ✴ ❛ ♦ ❡ ♠
✯ ❝ ❤ ❧ ♠
❱
❝
❨
❡ ♣ ✷ ✴ ✶ ✶ ✴ ✲ ✺ ✴ ✻ ✯ ✷ ✼ ✷ ✴ ✲ ✳ ✯ ✭ ✯ ✴ ✲ ✰
✿ ✭ ✸ ✺ ✺ ✻ ✯ ✷ ✸ ✻ ✱ ✴ ✲ ✻ ✼ ✭ ✴ ✰ ✱ ✷ ✭ ✯ ✴ ✲ ✯ ✯ ♣
✻ ✯ ✸ ✯ ✻ ✯ ✭ ✼
✁ ❆ ✡ ❅ ✡ ☛ ❙ ✄ ✬ ✆ ✁ ✞ ✑ ✔ ✡ ☎ ✄ ✬ ✄ ☎ ✒ ✂ ✂ ✆ ✒ ✫ ☛ ✡ ✡ ✄ ✏ ✒ ☎ ✁ ✏ ❄ ☛ ✒ ☎ ❄ ✁ ☛ ✒ ✫ ☛ ✡ ✡ ✟ ✡ ✏ ❄ ❄ ❂ ✒ ❄ ❄ ❂ ✡ ✄ ✏ ✑ ✞ ☛ ✒ ✏ ☎ ✡ ✔ ☛ ✁ ❅ ✄ ❃ ✡ ❃ ❄ ✁ ✒ ✏ ✒ ❃ ❃ ✄ ❄ ✄ ✁ ✏ ✒ ✂ ✄ ✏ ✑ ✞ ☛ ✡ ❃ ✞ ✏ ❃ ✡ ☛ ❄ ❂ ✄ ✑ ✔ ✁ ✂ ✄ ☎ ✆ ✟ ✞ ✑ ❄ ✒ ✔ ✔ ✂ ✆ ✁ ✏ ✒ ✔ ☛ ✄ ✟ ✒ ☛ ✆ ✠ ✒ ✑ ✄ ✑ ❙ ✁ ☛ ✒ ✔ ☛ ✄ ✟ ✒ ☛ ✆ ✒ ✏ ❃ ✏ ✁ ✏ ▲ ☎ ✁ ✏ ❄ ☛ ✄ ✠ ✞ ❄ ✁ ☛ ✆ ✠ ✒ ✑ ✄ ✑ ❙ ❄ ❂ ✄ ✑ ✄ ✏ ✑ ✞ ☛ ✒ ✏ ☎ ✡ ✄ ✑ ✔ ☛ ✄ ✟ ✒ ☛ ✆ ❄ ✁ ✁ ❄ ❂ ✡ ☛ ✄ ✏ ✑ ✞ ☛ ✒ ✏ ☎ ✡ ❄ ❂ ✒ ❄ ✄ ✑ ✒ ❅ ✒ ✄ ✂ ✒ ✠ ✂ ✡ ❄ ✁ ✑ ✞ ☎ ❂ ✒ ❃ ❃ ✄ ❄ ✄ ✁ ✏ ✒ ✂ ✄ ✏ ✑ ✞ ☛ ✡ ❃ ❆ ❂ ✄ ☎ ❂ ☎ ✁ ❅ ✡ ☛ ✑ ✑ ✞ ☎ ❂ ✒ ❃ ❃ ✄ ❄ ✄ ✁ ✏ ✒ ✂ ✄ ✏ ✑ ✞ ☛ ✡ ❃ ✒ ✑ ✒ ✏ ✒ ✟ ✡ ❃ ✄ ✏ ✑ ✞ ☛ ✡ ❃ ❙ ✒ ✏ ❃ ❆ ✡ ❆ ✄ ✂ ✂ ✏ ✁ ❄ ✑ ❂ ✒ ☛ ✡ ❆ ✄ ❄ ❂ ❄ ❂ ✒ ❄ ✁ ❄ ❂ ✡ ☛ ✄ ✏ ✑ ✞ ☛ ✒ ✏ ☎ ✡ ❙ ✔ ☛ ✁ ❅ ✄ ❃ ✡ ❃ ❄ ❂ ✒ ❄ ☞
❱
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✉
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✽
✭ ♠
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❨
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❴ ❝ ❤ ❛ ✴ ❛ ♦ ❡ ♠ ❤ ❛ ❥
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✻ ✯ ✸ ✯ ✻ ✯ ✭ ✼
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PPA 300 03 13 Page 2 of 5
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
A. Broad Form Named Insured
The following is added to the SECTION II
COVERED AUTOS LIABILITY COVERAGE, Para-
graph A.1. Who Is An Insured Provision:
Any business entity newly acquired or formed by you
during the policy period, provided you own fifty
percent (50%) or more of the business entity and the
business entity is not separately insured for Bus-iness Auto Coverage. Coverage is extended up to a
maximum of one hundred eighty (180) days following
the acquisition or formation of the business entity.
This provision does not apply to any person or
organization for which coverage is excluded by
endorsement.
B. Employees As Insureds
The following is added to the SECTION II
COVERED AUTOS LIABILITY COVERAGE, Para-
graph A.1. Who Is An Insured Provision:
Any employee of yours is an insured while using a
covered auto you don't own, hire or borrow in your
business or your personal affairs.
C. Blanket Additional Insured
The following is added to the SECTION II
COVERED AUTOS LIABILITY COVERAGE, Para-
graph A.1. Who Is An Insured Provision:
Any person or organization that you are required to
include as an additional insured on this coverage form
in a contract or agreement that is executed by you
before the bodily injury or property damage occurs
is an insured for liability coverage, but only for
damages to which this insurance applies and only to
the extent that person or organization qualifies as an
insured under the Who Is An Insured provision
contained in SECTION II COVERED AUTOS
LIABILITY COVERAGE.
The insurance provided to the additional insured will
be on a primary and non-contributory basis to the
verage if
you are required to do so in a contract or agreement
that is executed by you before the bodily injury or
property damage occurs.
D. Blanket Waiver Of Subrogation
The following is added to the SECTION IV BUSI-
NESS AUTO CONDITIONS, A. Loss Conditions, 5.
Transfer Of Rights Of Recovery Against Others
To Us:
We waive any right of recovery we may have against
any person or organization to the extent required of
you by a contract executed prior to any
accident or
loss , provided that the accident or loss arises out
of the operations contemplated by such contract. The
waiver applies only to the person or organization
designated in such contract.
E. Employee Hired Autos
1. The following is added to the SECTION II
COVERED AUTOS LIABILITY COVERAGE,
Paragraph A.1. Who Is An Insured Provision:
An
employee of yours is an insured while
operating an auto hired or rented under a
contract or agreement in that employee's name,
with your permission, while performing duties
related to the conduct of your business.
2. Changes In General Conditions:
Paragraph 5.b. of the Other Insurance Con-
dition in the BUSINESS AUTO CONDITIONS is
deleted and replaced with the following:
b. For Hired Auto Physical Damage Coverage,
the following are deemed to be covered
autos you own:
(1) Any covered auto you lease, hire, rent
or borrow; and
(2) Any covered auto hired or rented by
your employee under a contract in that
individual employee's name, with your
permission, while performing duties
related to the conduct of your business.
However, any auto that is leased, hired,
rented or borrowed with a driver is not a
covered auto .
F. Fellow Employee Coverage
SECTION II COVERED AUTOS LIABILITY
COVERAGE, Exclusion B.5. does not apply if you
have workers compensation insurance in-force
covering all of your employees.
G. Auto Loan Lease Gap Coverage
SECTION III PHYSICAL DAMAGE COVERAGE,
C. Limit Of Insurance, is amended by the addition of
the following:
In the event of a total loss to a covered auto shown
in the Schedule of Declarations, we will pay any
unpaid amount due on the lease or loan for a covered
auto , less:
1. The amount paid under the PHYSICAL
DAMAGE COVERAGE section of the policy; and
2. Any:
a. Overdue lease/loan payments at the time of
the loss ;
POLICY NO. PSA0003122
DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741
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DocuSign Envelope ID: 8E3AC3D7-F746-455D-965E-7B9123C94741 ACTION ITEM 9.A.
DATE: November 12, 2024
TO: Mayor and Members of the City Council
FROM: Naveed Ashraf, Chief Innovation Officer & IT Director SUBJECT: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO
APPROVING A CENTRAL SQUARE SOLUTIONS AGREEMENT WITH CENTRAL SQUARE LLC IN AN AMOUNT NOT TO EXCEED $2,634,502.00 FOR THE FINANCE
ENTERPRISE (FE), COMMUNITY DEVELOPMENT & LAND MANAGEMENT, CODE
ENFORCEMENT, ANALYTICS NOW (COGNOS), CENTRAL SQUARE PAYMENTS, AND H.T.E. NAVALINE FINANCE AND UTILITIES SOFTWARE LICENSES AND
IMPLEMENTATION PROFESSIONAL SERVICES COST AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAME
RECOMMENDATION
The City has several enterprise-level software services with Central Square LLC. These services were executed and/or renewed at various times. The Central Square Solutions Agreement will consolidate all existing contracts into one contract co-terming and terminating at the same time in FY 28-2029. Authorize the City Manager to execute the attached multi-year Central Square Solutions Agreement with Central Square LLC for an amount not to exceed $2,634,502 for the 5-year term.
REASONS FOR RECOMMENDATION
Enterprise Resource Planning (ERP) software is the most complex and essential software an organization deploys in order to conduct and centralize its business and processes. The City of Vallejo uses Central Square LLC as its Enterprise Resource Planning (ERP) software. The City has been using Central Square products since the late nineties. In the past 3–5 years, the city has elected to continue their relationship with Central Square. The city has several contracts with Central Square for various services executed at different times.
The Central Square Solution Agreement will consolidate all contracts in one master service agreement. The Central Square Solutions Agreement has been negotiated for 5 years and will be re-negotiated in FY 28-2029.
More details about the various software services are listed below in the background and discussion section of the staff report.
BACKGROUND AND DISCUSSION
The City has been using Central Square Products since the mid-nineties. In the past 3–5 years, city staff have been busy upgrading several legacy systems in place to enhance the city's digital infrastructure. Central Square is the industry leader in government space, serving over 5000 municipalities across the United States.
The City of Vallejo is committed to Central Square with all enterprise-level software services. Several of these services were acquired or renewed in the past 3–5 years through various contracts. These contracts expire at different dates, which makes management and making payments to the vendor difficult. The master solutions agreement before the council is a consolidation of all enterprise-level software services in place by the city.
The master service agreement before you is for 5 years and in FY 28-2029 will be renegotiated. This consolidation exercise makes contract management easier and ensures payments are made to the vendor in a timely manner and there is no interruption in service. The following software services are in use in the city and will be included in this master service agreement:
Date: November 12, 2024
Subject: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO
APPROVING A CENTRAL SQUARE SOLUTIONS AGREEMENT WITH CENTRAL SQUARE LLC IN AN AMOUNT NOT TO EXCEED $2,634,502.00 FOR THE FINANCE
ENTERPRISE (FE), COMMUNITY DEVELOPMENT & LAND MANAGEMENT, CODE
ENFORCEMENT, ANALYTICS NOW (COGNOS), CENTRAL SQUARE PAYMENTS, AND H.T.E. NAVALINE FINANCE AND UTILITIES SOFTWARE LICENSES AND
IMPLEMENTATION PROFESSIONAL SERVICES COST AND AUTHORIZING THE
CITY MANAGER TO EXECUTE SAME
1. Finance Enterprise (FE): Enterprise Resource Planning (ERP) financial accounting software.
Implementation is in progress. The main accounting modules (AP, AR, GL, Chart of accounts, Fixed Asset, Store Inventory) went live in March 2024. The payroll and Human Resources Information System is to go live in Spring 2025.
2. H.T.E. NAVALINE Utilities: This is our water billing system. The city uses this software to track water usage and generates monthly bills for the water customers. This software is used for collecting customer payments in-person or through an online portal. This software is still in use until we convert the payroll and Human Resources Information System to the new software.
3. Analytics NOW COGNOS: The software is used for all Central Square products to create custom reports and dashboards.
4. Central Square Payments: This software is used for processing credit card payments for accounts receivable, a permitting system, and an online water billing system. This software can be used on any online credit card processing application the city chooses to deploy in the future. The transactions flow into our financial system.
5. Community Development and Land Management (COMDEV): This software is used to issue special permits, building/construction permits, manage planning projects, plan reviews, and track code enforcement violations.
6. Professional services and Implementation Cost: All enterprise level software by nature can be modified to meet a business need. Often, finance or other business units may request a modification to the system to incorporate and support a new business model. These types of modifications are often not covered in standard software license agreements. We are building extra implementation and modification dollars for these unforeseen future needs. These costs will only be incurred as needed.
FISCAL IMPACT
There is no additional impact on the General Fund as all items are budgeted. Below is a list of accounts and funds that pay for various services listed the Central Square Solutions Agreement:
1. The Finance Enterprise is budgeted each year, and is funded through an IT000 multi-year project account. 5-Year cost: $635,451
2. The Finance Enterprise implementation and professional services are funded through the FIN007 multi-year project account. 5-Year cost: $500,000
3. Central Square Payments and Analytics NOW (COGNOS) are budgeted and funded through the IT000 multi-year project account. 5-Year Cost: $34,916
4. The H.T.E. Navaline Water Billing system is budgeted and funded through the IT000 multi-year project account. 5-Year Cost: $992,003
Date: November 12, 2024
Subject: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO
APPROVING A CENTRAL SQUARE SOLUTIONS AGREEMENT WITH CENTRAL SQUARE LLC IN AN AMOUNT NOT TO EXCEED $2,634,502.00 FOR THE FINANCE
ENTERPRISE (FE), COMMUNITY DEVELOPMENT & LAND MANAGEMENT, CODE
ENFORCEMENT, ANALYTICS NOW (COGNOS), CENTRAL SQUARE PAYMENTS, AND H.T.E. NAVALINE FINANCE AND UTILITIES SOFTWARE LICENSES AND
IMPLEMENTATION PROFESSIONAL SERVICES COST AND AUTHORIZING THE
CITY MANAGER TO EXECUTE SAME
5. The ComDev (Community Development, Land Management, and Code Enforcement) software is funded through various technology accounts in planning, building, engineering, public works, and water accounts. 5-Year Cost: $472,131
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. Resolution Approving Central-Square Solutions Agreement - CAO Stamp
2. City of Vallejo - Solutions Agreement - MSA - final 11.04.24 Clean - CAO STAMP
CONTACT
Naveed Ashraf, Chief Innovation Officer & IT Director (707) 648-5200 [email protected]
RESOLUTION NO. 24-_____________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING AN
AGREEMENT WITH CENTRAL SQUARE LLC IN AN AMOUNT NOT TO EXCEED $2,634,502 FOR THE FINANCE ENTERPRISE (FE), COMMUNITY DEVELOPMENT LAND
MANAGEMENT, CODE ENFORCEMENT, ANALYTICS NOW (COGNOS), CENTRAL SQUARE PAYMENTS, AND H.T.E. NAVALINE UTILITIES SOFTWARE LICENSE AND
IMPLEMENTATION PROFESSIONAL SERVICES COST AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAME
WHEREAS, City of Vallejo uses Central Square for its financial, permitting, online payments, reporting, and water billing system software since the mid-nineties; and WHEREAS, the City has several services with Central Square with contracts expiring at different times; and
WHEREAS, the staff has negotiated a new Central Square Solutions Agreement consolidating all existing software licenses services; and
WHEREAS, the consolidation exercise will streamline the contract and makes contract management easier for accounting and auditing purposes.; and WHEREAS, the total cost of the 5 year agreement is $2,634,502. Annual cost of the software would be budgeted annually. In the event that it is not budgeted, the Agreement will be terminated.
NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves an agreement with Central Square LLC in an amount not to exceed $2,634,502 for the Central Square Solutions Agreement software license and implementation professional services cost in the form attached hereto as Exhibit A and authorizes the City Manager to execute same.
Adopted by the City Council of the City of Vallejo at a regular meeting held on November 12, 2024 with the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST:
_________________________________________
DAWN G. ABRAHAMSON, CITY CLERK
CST-2024-101992
CentralSquare Solutions Agreement
This CentralSquare Solutions Agreement (the "Agreement"), effective as of the latest date shown on the signature block below (the "Effective Date"), is entered into between CentralSquare Technologies, LLC with its principal place of business in Lake Mary, FL ("CentralSquare") and City of Vallejo, CA ("Customer"), together with CentralSquare, the "Parties", and each, a "Party".
WHEREAS, CentralSquare licenses and gives access to certain software applications (“Solutions”) to its customers and also provides maintenance, support, migration, installation and other professional services; and WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive professional services described herein, and CentralSquare desires to grant and provide Customer license and access to such offerings as well as to provide support and maintenance, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by the signatures of their duly authorized representative below, the Parties intending to be legally bound, agree to all of the following provisions and exhibits of this Agreement:
CentralSquare Technologies, LLC City of Vallejo
1000 Business Center Drive
Lake Mary, FL 32746
555 Santa Clara Street
Vallejo, CA 94590
By: \Signature2\ By: \Signature1\
Print Name: \FullName2\ Print Name: \FullName1\
Print Title: \Title2\ Print Title: \Title1\
Date Signed: \DateSigned2\ Date Signed: \DateSigned1\
Solution: Finance Enterprise, NaviLine, Community Development Term.
Term. The Term of this Agreement commences as of the Effective Date and will continue in effect for five (5) year(s) from such date unless terminated earlier pursuant to any of the Agreement’s express provisions (the Term”).
Fees.
In consideration of the rights and services granted by CentralSquare to Customer under this Agreement, Customer shall make payments to CentralSquare pursuant to the amounts and payment terms outlined in Exhibit 1 (the Solution(s) and Services Fee Schedule).
All invoices shall be billed and paid in U.S. dollars (USD) and in accordance with the terms set forth in Exhibit 1. If Customer delays an invoice payment for any reason, Customer shall promptly notify CentralSquare in writing the reasons for such delay. Unless otherwise agreed by both Parties, CentralSquare may apply any payment received to any delinquent amount outstanding.
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Standard Terms and Conditions
1. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:
1.1. "Affiliate" means any other Entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Entity.
1.2. "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Solutions pursuant to this Agreement, and for whom access to the Solutions has been purchased.
1.3. “Baseline Solution” means the version of a Solution updated from time to time pursuant to CentralSquare’s warranty services and maintenance, but without any other modification.
1.4. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to deliver the Solutions, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by CentralSquare or through the use of third-party services.
1.5. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded, or otherwise received, directly or indirectly from Customer, an Authorized User or end-users by or through the Solutions, provided the data is not personally identifiable and not identifiable to Customer.
1.6. "Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated by Customer or through the third-party services.
1.7. “Defect” means a material deviation between the Baseline Solution and its Documentation, for which Customer has given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control. Further, with regard to any custom modification, Defect means a material deviation between the custom modification and the CentralSquare generated specification and Documentation for such custom modification, and for which Defect Customer has given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control.
1.8.“Delivery” means:
1.8.1. For on-premise Solutions, Delivery shall be when CentralSquare delivers to Customer the initial copies of the Solutions outlined in Exhibit 1 by whichever the following applies and occurs first (a) electronic delivery, by posting it on CentralSquare’s network for downloading, or similar suitable electronic file transfer method, or (b) physical shipment, such as on a disc or other suitable media transfer method, or (c) installation, or (d) delivery of managed services server. Physical shipment is on FOB - CentralSquare’s shipping point, and electronic delivery is at the time CentralSquare provides Customer with access to download the Solutions.
1.8.2. For cloud-based Solutions Delivery shall be whichever the following applies and occurs first when Authorized Users have (a) received log-in access to the Solution or any module of the Solution or (b) received access to the Solution via a URL.
1.9. "Documentation" means any manuals, instructions, or other documents or materials that CentralSquare provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Solution(s), including any aspect of its installation, configuration, integration, operation, use, support, or maintenance.
1.10.“End User Training” means the process of educating general users of the Software on the operation of the Software.
1.11. “Entity” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other organization.
1.12.“Hardware” means any equipment, computer systems, servers, storage devices, peripherals, and any other tangible assets purchased under this Agreement.
1.13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
1.14. “Managed Services Hardware” means any equipment, computer systems, servers, peripherals, and any other tangible asset purchased as a subscription under this Agreement.
1.15.“Maintenance” means optimization, error correction, modifications, and Updates (defined herein) to CentralSquare Solutions to correct any known Defects and improve performance. Maintenance will be provided for each Solution, the hours and details of which are described in Exhibit 2 (Maintenance and Support)
1.16. “New or Major Releases” means new versions of a Baseline Solution (e.g., version 4.0, 5.0 etc.) not provided as part of Maintenance.
CST-2024-101992
1.17. "Personal Information" means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located. Personal Information includes all "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, "protected health information" as defined under the Health and Insurance Portability and Accountability Act of 1996, "Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.
1.18. “Professional Services” means configuration, installation, implementation, development work, training or consulting services including custom modification programming, support relating to custom modifications, on-site support services, assistance with data transfers, system restarts and reinstallations provided by CentralSquare.
1.19.“Project Kickoff” is a meeting to occur shortly after contract execution between CentralSquare and Customer in which goals and objectives are set forth, all parties relevant team members are identified, and scope, timelines, and milestones are reviewed.
1.20.“Reliability Period” is the time period in which the Software is tested and confirmed reliable by successfully completed fifteen (15) continuous days in a live environment with no repeatable Priority 1 or Priority 2 issues as defined in Exhibit 2, unless otherwise agreed in a statement of work.
1.21. “Software” means the software program(s) (in object code format only) identified on Exhibit 1 (Solution(s) and Services Fee Schedule). The term “Software” excludes any Third-Party Software.
1.22.“Software Version” means the base or core version of the Solution Software that contains significant new features and significant fixes and is available to the Customer. The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers to a fix.
1.23. "Solutions" means the software, Documentation, development work, CentralSquare Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by CentralSquare or any Subcontractor in connection with Professional Services or Support Services rendered under this Agreement.
1.24.“Support Services” means Maintenance, Enhancements, implementation of New Releases, and general support efforts to respond to incidents reported by Customer in accordance with Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable.
1.25. "Third-Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that are not proprietary to CentralSquare.
2. License, Access, and Title.
2.1. License Grant. For any Solution designated as a “license” on Exhibit 1, Customer is granted a perpetual (unless terminated as provided herein), nontransferable, nonexclusive right and license to use the Software for Customer’s own internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1. Additional software licenses purchased after the execution of this Agreement shall also be licensed in accordance with the provisions of this section.
Customer shall not use, copy, rent, lease, sell, sublicense, modify, create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable license. In such event, Customer shall not be entitled to a refund of any license fees paid. Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the application(s) described in the Statement of Work to provide services for itself and other Affiliate governmental agencies/entities, provided that the Software is installed and operated at only one physical location. The Software license granted in this Agreement or in connection with it are for object code only and do not include a license or any rights to source code whatsoever.
2.2. Access Grant. For any Solution designated as a “subscription” on Exhibit 1, so long as subscription fees are paid and current, (unless terminated as provided herein), Customer is granted a nontransferable, nonexclusive right to use the software for the Customer’s own internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1.
Additional CentralSquare software subscriptions purchased after the execution of this Agreement shall also be accessed in accordance with the provisions of this section. Customer shall not use, copy, rent, lease, sell, sublicense, modify, create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable access. In such event, Customer shall not be entitled to a refund of any subscription fees paid.
Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the application(s) described in the Statement of Work to provide services for itself and other Affiliate governmental agencies/entities. The subscription access granted in this Agreement or in connection with it are for object code only and do not include a license or any rights to source code whatsoever.
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2.3. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-sublicensable, non- transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Solutions.
2.4. Application Programming Interface “API”. If the Customer has purchased any Application Programming Interface (API) license or subscription, Customer may use such API for Customer’s own internal use to develop interfaces which enable interfacing with the applicable CentralSquare Software purchased herein. The development and use of such interfacing applications is specifically permitted under the use granted herein and shall not be deemed derivative works provided that they are not, in fact, derived from the CentralSquare Software or the ideas, methods of operation, processes, technology or know-how implemented therein. Other than the usage rights granted herein, Customer shall not acquire any right, title or interest in the CentralSquare Software or API by virtue of the interfacing of such applications, whether as joint owner, or otherwise. Should Customer desire to provide or share the API to a third-party, the third-party must enter into an API Access Agreement by and between the third-party and CentralSquare directly to govern the usage rights and restrictions of the applicable API.
2.5. Hardware. Subject to the terms and conditions of this Agreement, CentralSquare agrees to deliver, through hardware vendors, the Hardware itemized on Exhibit 1. The risk of loss or damage will pass to Customer upon the date of delivery to the Customer specified facility. Upon delivery and full satisfaction of the Hardware payment obligations, Hardware shall be deemed accepted and Customer will acquire good and clear title to Hardware. All Hardware manufacturer warranties will be passed through to Customer. CentralSquare expressly disclaims, and Customer hereby expressly waives all other Hardware warranties, express or implied, without limitation, warranties of merchantability and fitness for a particular purpose.
2.6. Managed Services Hardware. Subject to the terms and conditions of this Agreement, CentralSquare agrees to deliver the Managed Services Hardware itemized on Exhibit 1. So long as the applicable subscription fees are paid and current, Customer shall maintain a limited right in possessory interest in the Managed Services Hardware. No title in the Managed Services Hardware will pass to Customer at any time or for any reason. Customer agrees to maintain adequate insurance against fire, theft, or other loss for the Managed Services Hardware full insurable value.
CentralSquare shall coordinate any defect or warranty claims in accordance with Exhibit 8.
2.7. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Solutions, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise.
All right, title, and interest in the Solutions, and the Third-Party Materials are and will remain with CentralSquare and the respective rights holders.
3. Use Restrictions. Authorized Users shall not:
3.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Entity, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
3.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Solutions, in whole or in part;
3.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other than by an Authorized User through the use of his or her own then valid access;
3.4. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code (any software, hardware, device, or other technology, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer, software firmware, hardware, system or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Solutions as intended by this Agreement;
3.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the CentralSquare Systems, or CentralSquare's provision of services to any third-party, in whole or in part;
3.6. remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Documentation or Solutions, including any copy thereof;
3.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third-party, or that violates any applicable law;
3.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development, provision, or use of a competing software service or product or any other purpose that is to CentralSquare's detriment or commercial disadvantage or otherwise access or use the Solutions beyond the scope of the authorization granted in Section 2.
4. Audit.
4.1. CentralSquare shall have the right to audit Customer’s use of the Software to monitor compliance with this Agreement.
Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on-site access at Customer’s premises (or remote access as the case may be) during normal business hours to such systems, books, and CST-2024-101992
records for the purpose of verifying license counts, access counts, and overall compliance with this Agreement.
Customer shall render reasonable cooperation to CentralSquare as requested. If as a result of any audit or inspection CentralSquare substantiates a deficiency or non-compliance, or if an audit reveals that Customer has exceeded the restrictions on use, Customer shall promptly reimburse CentralSquare for all its costs and expenses incurred to conduct such audit or inspection and be required to pay for any delinquencies in compliance and prompt payment of any underpayment of Fees.
5. Customer Obligations.
5.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair all Customer Systems on or through which the Solutions are accessed or used; (b) provide CentralSquare Personnel with such access to Customer's premises and Customer Systems as is necessary for CentralSquare to perform the Support Services in accordance with the Support Standards and specifications and if required by CentralSquare, remote access in accordance with Exhibit 3 (CentralSquare Access Management Policy); and (c) provide all cooperation as CentralSquare may reasonably request to enable CentralSquare to exercise its rights and perform its obligations under this Agreement.
5.2. Effect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement.
5.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Solutions and permanently erasing from their systems and destroying any data to which any of them gained unauthorized access); and (b) notify CentralSquare of any such actual or threatened activity.
5.4. Maintaining Current Versions of CentralSquare Solutions. In accordance with Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable. Customer shall install and/or use any New or Major Release within one year of being made available by CentralSquare to mitigate a performance problem, ineligibility for Support Services, or an infringement claim.
6. Professional Services.
6.1. Compliance with Customer Policies. While CentralSquare personnel are performing services at Customer's site, CentralSquare personnel will comply with Customer’s reasonable procedures and site policies that are generally applicable to Customer’s other suppliers providing similar services and that have been provided to CentralSquare in writing or in advance.
6.2. Contributed Material. In the process of CentralSquare’s performing Professional Services, Customer may, from time to time, provide CentralSquare with designs, plans, or specifications, improvements, works or other material for inclusion in, or making modifications to, the Solutions, the Documentation or any other deliverables (“Contributed Material”). To the extent said Contributed Material is owned by Customer, Customer grants to CentralSquare a nonexclusive, irrevocable, perpetual, transferable right, without the payment of any royalties or other compensation of any kind and without the right of attribution, for CentralSquare, CentralSquare’s Affiliates and CentralSquare’s licensees to make, use, sell and create derivative works of the Contributed Material.
7. Confidentiality.
7.1. Nondisclosure. The Parties agree, unless otherwise provided in this Agreement or required by law, not to use or make each other's Confidential Information available to any third party for any purpose other than as necessary to perform under this Agreement. “Confidential Information” means the Solution(s), Software, and customizations in any embodiment, and either Party’s technical and business information relating to inventions or software, research and development, future product specifications, engineering processes, costs, profit or margin information, marketing and future business plans as well as any and all internal Customer and employee information, and any information exchanged by the Parties that is clearly marked with a confidential, private or proprietary legend or which, by its nature, is commonly understood to be confidential.
7.2. Exceptions. A Party's Confidential Information shall not include information that: (a) is or becomes publicly available through no act or omission of the recipient; (b) was in the recipient’s lawful possession prior to the disclosure and was not obtained by the recipient either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the recipient by a third party without restriction on recipient’s disclosure, and where recipient was not aware that the information was the confidential information of discloser; (d) is independently developed by the recipient without violation of this Agreement; or (e) is required to be disclosed by law.
8. Security.
8.1. CentralSquare will implement commercially reasonable administrative, technical and physical safeguards designed to ensure the security and confidentiality of Customer Data, protect against any anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access or use of Customer Data. CentralSquare will review and test such safeguards on no less than an annual basis.
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8.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication, non-repudiation, virus detection and eradication.
8.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall maintain agreements with such Authorized Users that adequately protect the confidentiality and Intellectual Property Rights of CentralSquare in the Solutions and Documentation and disclaim any liability or responsibility of CentralSquare with respect to such Authorized Users.
9. Personal Data. If CentralSquare processes or otherwise has access to any personal data or Personal Information on Customer’s behalf when performing CentralSquare’s obligations under this Agreement, then:
9.1. Customer shall be the data controller (where “data controller” means an entity which alone or jointly with others determines purposes for which and the manner in which any personal data are, or are to be, processed) and CentralSquare shall be a data processor (where “data processor” means an entity which processes the data only on behalf of the data controller and not for any purposes of its own);
9.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant personal data or Personal Information to CentralSquare so that CentralSquare may lawfully use, process and transfer the personal data and Personal Information in accordance with this Agreement on Customer’s behalf, which may include CentralSquare processing and transferring the relevant personal data or Personal Information outside the country where Customer and the Authorized Users are located in order for CentralSquare to provide the Solutions and perform its other obligations under this Agreement; and
9.3. CentralSquare shall process personal data and information only in accordance with lawful and reasonable written instructions given by Customer and as set out in and in accordance with the terms of this Agreement; and
9.4. CentralSquare shall take reasonable steps to ensure that its employees, agents and contractors who may have access to Personal Information are persons who need to know / access the relevant Personal Information for valid business reasons; and
9.5. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data and Personal Information or its accidental loss, destruction or damage so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal data and Personal Information and the nature of the personal data and Personal Information being protected. If necessary, the Parties will cooperate to document these measures taken.
10. Representations and Warranties.
10.1. Intellectual Property Warranty. CentralSquare represents and warrants that (a) it is the sole and exclusive owner of (or has the right to license) the software; (b) it has full and sufficient right, title and authority to grant the rights and/or licenses granted under this Agreement; (c) the software does not contain any materials developed by a third party used by CentralSquare except pursuant to a license agreement; and (d) the software does not infringe any patent, trademark, servicemark or copyright.
10.2. Intellectual Property Remedy. In the event that any third party asserts a claim of infringement against the Customer relating to the software contained in this Agreement, CentralSquare shall indemnify and defend the Customer pursuant to section 13.1 of this Agreement. In the case of any such claim of infringement, CentralSquare shall either, at its option, (1) procure for Customer the right to continue using the software; or (2) replace or modify the software so that that it becomes non-infringing, but equivalent in functionality and performance.
10.3. Software Warranty. CentralSquare warrants to Customer that: (i) for a period of one year from the Effective Date (the “Warranty Period”) the Software will substantially conform in all material respects to the specifications set forth in the Documentation, when installed, operated and used as recommended in the Documentation and in accordance with this Agreement; and (ii) at the time of delivery the Software does not contain any virus or other malicious code.
10.4. Software Remedy. If, during the Warranty Period a warranty defect is confirmed in the CentralSquare Software, CentralSquare shall, at its option, reinstall the Software or correct the Defects. Defects that occur in the Software after the Warranty Period will be corrected pursuant to Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable.
10.5. Services Warranty. CentralSquare warrants that the Professional Services delivered will substantially conform to the deliverables specified in the applicable statement of work and that all Professional Services will be performed in a professional and workmanlike manner consistent with industry standards for similar work. If Professional Services do not substantially conform to the deliverables, Customer shall notify CentralSquare of such non-conformance in writing, within 10 days from completion of Professional Service, and CentralSquare shall promptly repair the non-conforming deliverables.
10.6.Disclaimer of Warranty. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE,
CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO
THE INTELLECTUAL PROPERTY, SOFTWARE, PROFESSIONAL SERVICES, AND/OR ANY OTHER MATTER
RELATING TO THIS AGREEMENT, AND THAT CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL WARRANTIES ARISING FROM COURSE CST-2024-101992
OF DEALING, USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. FURTHER, CENTRALSQUARE
EXPRESSLY DOES NOT WARRANT THAT A SOLUTION, ANY CUSTOM MODIFICATION OR ANY
IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN
MODIFIED BY ANYONE OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL
OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE’S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.
11. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by United States registered or certified mail, return receipt requested; transmitted by facsimile or email confirmed by first class mail, or sent by overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the Party may subsequently designate for its receipt of notices in writing by the other Party.
If to CentralSquare : CentralSquare Technologies, LLC
1000 Business Center Dr.
Lake Mary, FL 32746
Phone: 407-304-3235
Attention: Legal/Contracts
If to Customer: City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
Phone: 707-648-4468
Email: [email protected]
Attention: Naveed Ashraf
12. Force Majeure.
Neither Party shall be responsible for failure to fulfill its obligations hereunder, or be liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, pandemic or epidemic, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment, software, or services from suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the Party’s reasonable control (“Excusable Delay” hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay.
13. Indemnification.
13.1. CentralSquare Indemnification. CentralSquare shall indemnify, defend, and hold harmless Customer from any and all Claims or liability, including attorneys' fees and costs, brought by a third party, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or any subcontractor as a result of CentralSquare’s or any subcontractor’s performance pursuant to this Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a Claim or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents or contractors, CentralSquare’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.
13.2. Customer Indemnification. To the extent allowable by law, Customer shall indemnify, defend, and hold harmless CentralSquare from any and all Claims or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of Customer, its employees, agents, contractors, or any subcontractor as a result of Customer’s or any subcontractor’s performance pursuant to this Agreement; however, Customer shall not be required to indemnify CentralSquare for any Claims or actions caused to the extent of the negligence or wrongful act of CentralSquare, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a Claim or liability results from or is contributed to by the actions or omissions of CentralSquare, or its employees, agents or contractors, Customer’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.
CST-2024-101992
13.3. "Claim" in this Section 13 means any claim, cause of action, demand, lawsuit, dispute, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at law, in equity, or otherwise.
14. Termination.
14.1. Either Party may terminate this Agreement for a material breach in accordance with this subsection. In such event, the disputing Party shall deliver written notice of its intent to terminate along with a description in reasonable detail of the problems for which the disputing Party is invoking its right to terminate and the specific requirement within this Agreement or any exhibit or schedule hereto that the disputing Party is relying upon. Following such notice, the Parties shall commence dispute resolution procedures in accordance with the dispute resolution procedure pursuant to Section 17.
14.2. CentralSquare shall have the right to terminate this Agreement based on Customer’s failure to pay undisputed amounts due under this Agreement more than ninety (90) days after delivery of written notice of non-payment.
14.3. Customer shall have the right to terminate if the proper appropriation of funds for the continuation of this Agreement is not available for any fiscal year after the first fiscal year during the Term, then this Agreement may be terminated. To effect the termination of this Agreement, Customer shall, within forty-five (45) days following the beginning of the fiscal year for which the proper appropriation is not available, provide CentralSquare with written notice of the failure to obtain the proper appropriation of funds. Such notice shall be accompanied by the payment of all sums then owed CentralSquare under this Agreement, if any.
15. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:
15.1. All rights, licenses, and authorizations granted to Customer hereunder will immediately terminate and Customer shall immediately cease all use of CentralSquare’s Confidential Information and the Solutions, and within thirty (30) days deliver to CentralSquare, or at CentralSquare’s request destroy and erase CentralSquare’s Confidential Information from all systems Customer directly or indirectly controls; and
15.2. All licenses, access or subscription fees, services rendered but unpaid, and any amounts due by Customer to CentralSquare of any kind shall become immediately payable and due no later than thirty (30) days after the effective date of the termination or expiration, including anything that accrues within those thirty (30) days.
15.3. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that, by its nature (including but not limited to: Use Restrictions, Confidential Information, Warranty Disclaimers, Indemnifications, & Limitations of Liability), will survive any expiration or termination of this Agreement.
15.4. In the event that Customer terminates this Agreement or cancels any portions of a project (as may be set forth in a Statement of Work) prior to Go Live (which shall be defined as “first use of a Solution or module of a Solution in a production environment, unless otherwise agreed by the Parties in a statement of work”), Customer shall pay for all Professional Services actually performed by CentralSquare on a time and materials basis, regardless of the payment terms in Exhibit 1.
15.5. Return of Customer Data. If Customer requests in writing at least ten (10) days prior to the effective date of expiration or earlier termination of this Agreement, CentralSquare shall within sixty (60) days following such expiration or termination, deliver to Customer in CentralSquare’s standard format the then most recent version of Customer Data maintained by CentralSquare, provided that Customer has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination.
15.6. Deconversion. In the event of (i) expiration or earlier termination of this Agreement, or (ii) Customer no longer purchasing certain Solutions (including those indicated to be Third-Party Materials), if Customer requests assistance in the transfer of Customer Data to a different vendor’s applications (“Deconversion”), CentralSquare will provide reasonable assistance. CentralSquare and Customer will negotiate in good faith to establish the relative roles and responsibilities of CentralSquare and Customer in effecting Deconversion, as well as the appropriate date for completion.
CentralSquare shall be entitled to receive compensation for any additional consultation, services, software, and documentation required for Deconversion on a time and materials basis at CentralSquare’s then standard rates.
15.7. Termination of this Agreement shall not relieve either Party of any other obligation incurred one to the other prior to termination.
16. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all of CentralSquare’s assets, CentralSquare may assign this Agreement to an entity ready, willing and able to perform CentralSquare’s executory obligations hereunder.
17. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement (each, a “Dispute”), including the breach, termination, or validity thereof, shall be resolved as follows:
17.1. Good Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute (“Dispute Notice”). After the other Party receives the Dispute Notice, the Parties agree to undertake good faith negotiations to resolve the Dispute. Each Party shall be responsible for its associated travel and other related costs.
17.2. Escalation to Mediation. If the Parties cannot resolve any Dispute through good faith negotiations, the dispute will be escalated to non-binding mediation, with the Parties acting in good faith to select a mediator and establishing the mediation process. The Parties agree the mediator’s fees and expenses, and the mediator’s costs incidental to the mediation, will be shared equally between the Parties. The Parties shall bear their own fees, expenses, and costs.
CST-2024-101992
17.3. Confidential Mediation. The Parties further agree all written or oral offers, promises, conduct, and statements made in the course of the mediation are confidential, privileged, and inadmissible for any purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
17.4. Litigation. If the Parties cannot resolve a Dispute through mediation, then once an impasse is declared by the mediator either Party may pursue litigation in a court of competent jurisdiction.
18. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such Party thereafter to enforce such provisions. If any provision of this Agreement is found to be unenforceable, that provision will be enforced to the maximum extent possible, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
19. LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND
REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE, OR OTHERWISE:
19.1.NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT NOT
LIMITED TO, REPLACEMENT COSTS, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
LOSSES OF PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, AND REPUTATION, AND
MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER
SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE
INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND
19.2.THE LIMITATIONS OUTLINED IN THIS SECTION (19.2) SHALL NOT APPLY IN CASES OF INTELLECTUAL
PROPERTY INFRINGEMENT, PERSONAL INJURY, OR PROPERTY DAMAGE ARISING FROM THE NEGLIGENCE OF CENTRALSQUARES EMPLOYEES. FURTHERMORE, NOTHING IN THIS SECTION SHALL RESTRICT EITHER
PARTY'S ACCESS TO THE FULL AMOUNT OF INSRUANCE COVERAGE REQUIRED OR AVAILABLE FOR ANY APPLICABLE CLAIM.
20. Insurance. During the term of this Agreement, CentralSquare shall maintain insurance coverage covering its operations in accordance with Exhibit 4 (Certificate of Insurance (Evidence of Coverage)). Upon request by Customer, CentralSquare shall include Customer as an additional insured on applicable insurance policies provided under this Agreement. CentralSquare shall provide proof of current coverage during the term of this Agreement.
21. Third-Party Materials. CentralSquare may, from time to time, include third parties to perform services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides front-line support services for these Third- Party Materials, but these third parties assume all responsibility and liability in connection with the Third-Party Materials.
CentralSquare is not authorized to make any representations or warranties that are binding upon the third-party or to engage in any other acts that are binding upon the third-party, except specifically that CentralSquare is authorized to represent third- party fees and to accept payment of such amounts from Customer on behalf of the third-party for as long as such third-party authorizes CentralSquare to do so. As a condition precedent to installing or accessing certain Third-Party Materials, Customer may be required to execute a click-through, shrink-wrap End User License Agreement (“EULA”) or similar agreement provided by the Third-Party Materials provider. If mapping information is supplied with the CentralSquare Software, CentralSquare makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the CentralSquare Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Customer or the mapping database vendor to CentralSquare. All third-party materials are provided “as-is” and any representation or warranty concerning them is strictly between Customer and the third-party.
22. Subcontractors. CentralSquare may from time to time, in its discretion, engage third parties to perform services on its behalf including but not limited to Professional Services, Support Services, and/or provide software (each, a "Subcontractor").
CentralSquare shall be fully responsible for the acts of all subcontractors to the same extent it is responsible for the acts of its own employees.
23. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference, constitute the entire agreement between the Parties with respect to the subject matter. These documents supersede and merge all previous and contemporaneous proposals of sale, communications, representations, understandings and agreements, whether oral or written, between the Parties with respect to the subject hereof.
24. Amendment. Either Party may, at any time during the term, request in writing changes to this agreement. The Parties shall evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until memorialized in either a CentralSquare issued add-on quote signed by Customer, or a written change order or amendment to this Agreement signed by both Parties.
25. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
26. Counterparts. This Agreement, and any amendments hereto, may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. The CST-2024-101992
Agreement (and any amendments) shall be considered properly executed by a Party if executed by that Party and transmitted by facsimile or other electronic means, such as DocuSign, Tagged Image Format Files (TIFF), or Portable Document Format (PDF).
27. Material Adverse Change. If any law, regulation, applicable standard, process, OEM requirement is changed or comes into force after the Effective Date, including but not limited to PCI standards or Americans with Disabilities Act compliance (collectively, a “Material Adverse Change”), which is not explicitly addressed within this Agreement and results in significant extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet, discuss in good faith, and agree upon reducing the technical, operational, and/or commercial impact of such Material Adverse Change.
28. Cooperative Purchases. This Agreement may be used by Customer Affiliates. CentralSquare agrees to offer similar services to other Affiliates under the same terms and conditions as stated herein except that the Fees may be negotiated between CentralSquare and other Affiliates based on the specific revenue expectations, agency reimbursed costs, and other Affiliate requirements. The Customer will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases by such Affiliates. CentralSquare and the Affiliate will enter into any such arrangement with an amendment to this Agreement.
29. Order of Precedence.
29.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the following priority shall prevail:
29.1.1. The main body of this Agreement and any associated amendments, statements of work (including Exhibit 5 (Statement of Work)), or change orders and then the attached Exhibits to this Agreement in the order in which they appear.
29.2. Customer’s purchase terms and conditions or CentralSquare’s sales terms and conditions are not applicable and shall have no force or effect, whether referenced in any document in relation to this Agreement.
29.3. Incorporated Exhibits to this Agreement:
Exhibit 1: Solution(s) and Services Fee Schedule
Exhibit 2: Maintenance & Support
Exhibit 3: CentralSquare Access Management Policy
Exhibit 4: Certificate of Insurance (Evidence of Coverage) Exhibit 5: Statement of Work
Exhibit 6: Service Level Commitments
CST-2024-101992
EXHIBIT 1
Solution(s) and Services Fee Schedule
Please note that the renewal fees listed below are subscription fees for specific modules:
Finance Enterprise
FY-24-2025 Finance Enterprise SAAS Fees $115,000.00
FY-25-2026 Finance Enterprise SAAS Fees $120,751.00
FY-26-2027 Finance Enterprise SAAS Fees $126,789.00
FY-27-2028 Finance Enterprise SAAS Fees $133,127.00
FY-28-2029 Finance Enterprise SAAS Fees $139,784.00
Analytics-NOW License and Annual Maintenance Fee
FY-24-2025 Analytics NOW Cognos $1,318.82
FY-25-2026 Analytics NOW Cognos $1,385.00
FY-26-2027 Analytics NOW Cognos $1,454.00
FY-27-2028 Analytics NOW Cognos $1,527.00
FY-28-2029 Analytics NOW Cognos $1,603.00
NaviLine Utilities & Financials
FY-24-2025 NaviLine Utilities and Financials $180,794.00 FY-25-2026 NaviLine Utilities and Financials $189,834.00 FY-26-2027 NaviLine Utilities and Financials $199,326.00 FY-27-2028 NaviLine Utilities and Financials $209,292.00 FY-28-2029 NaviLine Utilities and Financials $219,757.00 Community Development
FY-24-2025 Community Development $ 85,443.78
FY-25-2026 Community Development $89,716.00
FY-26-2027 Community Development $94,202.00
FY-27-2028 Community Development $98,912.00
FY-28-2029 Community Development $103,857.00
Central Square Payments
FY-24-2025 Central Square Payments $5,000.00
FY-25-2026 Central Square Payments $5,250.00
FY-26-2027 Central Square Payments $5,513.00
FY-27-2028 Central Square Payments $5,788.00
FY-28-2029 Central Square Payments $6,078.00
Central Square Master Services – Development/Services
FY-24-2025 Professional Services 2024 Q-
186545
$100,000.00
FY-25-2026 Professional Services 2025 $100,000.00
FY-26-2027 Professional Services 2026 $100,000.00
FY-27-2028 Professional Services 2027 $100,000.00
FY-28-2029 Professional Services 2028 $100,000.00
CST-2024-101992
PROFESSIONAL SERVICES INCLUDED
_____
DESCRIPTION TOTAL
1. Public Administration Consulting Services - As Incurred 16,920.00
2. Professional Services - Contingency 16,920.00
3. Public Administration Development Services - As Incurred 16,200.00
4. Public Administration Project Management Services - As Incurred 16,020.00
5. Public Administration Technical Services - As Incurred 16,920.00
6. Public Administration Training Services - As Incurred 16,920.00 Services Total 99,900.00 USD
ANNUAL FEE TOTALS
_____
TYPE AMOUNT
FIRST YEAR SYBSCRIPTION FEE (24-2025) $487,557
SECOND YEAR SUBSCRITPTION FEE (25-2026) $506,936
THIRD YEAR SUBSCRIPTION FEE (26-2027) $527,284
FOURTH YEAR SUBSCRIPTION FEE (27-2028) $541,646
FIFTH YEAR SUBSCRIPTION FEE (28-2029) $571,079
TOTAL AMOUNT OVER 5 YEARS $2,634,502
Payment Terms:
Subscriptions:
- If applicable, Annual Subscription Fees are due on the Delivery Date, and annually thereafter on the anniversary of the Delivery Date.
- Annual Subscription Fees shall increase by 5% each year Quote #: Q-186545
CST-2024-101992
Services:
Payment Schedule:
Implementation Services
30% Due on Effective Date
20% Due at Project Kickoff
15% Due at completion of 1st End User Training Session
30% Due at Go Live
5% Due at completion of Reliability Period
- If applicable, non-fixed fee professional services shall be due as incurred on a time and materials basis. Non-fixed fee professional services are not included in the percentages outlined in the above Payment Schedule. - If applicable, non-fixed fee travel expenses shall be due as incurred, invoiced monthly for the travel expenses of the preceding month. Non-fixed fee travel expenses are not included in the percentages outlined in the above Payment Schedule.
- If applicable, Fixed Fee travel expenses are included in the percentages outlined in the above Payment Schedule.
Hardware:
- If applicable, Non-subscription Hardware Fees are due on the Effective Date.
Licenses:
- If applicable, License Fees are due on the Delivery Date.
Support & Maintenance
- If applicable, Support & Maintenance Fees are due annually, starting prior to the first anniversary of the Delivery Date and annually thereafter.
- Annual Software Maintenance Fees shall increase by 5% each year.
Third Party:
- If applicable, Third-Party Software Fees are due on the Effective Date. Third-Party software subscriptions and/or support fees shall be due annually thereafter on the anniversary of the Effective Date. Third-Party Software fees are subject to increase each year.
- If applicable, Third-Party Services shall be due 50% at Effective Date, 25% at completion of 1st End User Training Session, and 25% at Go Live.
Invoice Terms:
CentralSquare shall provide an invoice for the items in the schedule above no less than thirty (30) days prior to the due date.
ANCILLARY FEES
a. Customer is responsible for paying all taxes relating to this Agreement. Applicable tax amounts (if any) are not included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide CentralSquare valid proof of exemption; otherwise, CentralSquare will invoice Customer and Customer will pay to CentralSquare all such tax amounts.
b. To the extent allowable by law, if Customer fails to make any payment when due, then CentralSquare may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly, or, if lower, the highest rate permitted under applicable law; and if such failure continues for 90 days following written notice thereof, CentralSquare may suspend performance or access until past due amounts have been paid.
CST-2024-101992
EXHIBIT 2
Maintenance & Support
This Maintenance & Support Exhibit describes support and maintenance relating to technical support that CentralSquare will provide to Customer during the Term of the Agreement.
1. Product Updates and Releases
1.1. Software Version. “Software Version” means the base or core version of the Software that contains significant new features and significant fixes and is available to the Customer. Software Versions may occur as the Software architecture changes or as new technologies are developed. The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers to a fix. All Software Versions are provided and included as part of this Agreement.
1.2. Updates. From time to time CentralSquare may develop permanent fixes or solutions to known problems or bugs in the Software and incorporate them in a formal “Update” to the Software. If Customer is receiving technical support from CentralSquare on the general release date for an Update, CentralSquare will provide the Customer with the Update and related Documentation at no extra charge. Updates for custom configurations will be agreed upon by the Parties and outlined in a Statement of Work or Change Order.
1.3. Releases. Customer shall agree to install and/or use any New or Major Release within one year of being made available by CentralSquare to avoid or mitigate a performance problem, ineligibility for Support and Maintenance Services or infringement claim. All modifications, revisions and updates to the Software shall be furnished by means of new Releases of the Software and shall be accompanied by updates to the Documentation whenever CentralSquare determines, in its sole discretion, that such updates are necessary.
2. Support
2.1. CentralSquare shall provide to Customer support via toll-free phone number 833-278-7877 or via the CentralSquare Support Portal. CentralSquare shall provide to Customer, commercially reasonable efforts in solving errors reported by the Customer as well as making available an online support portal. Customer shall provide to CentralSquare reasonably detailed documentation and explanation, together with underlying data, to substantiate errors and to assist CentralSquare in its efforts to diagnose, reproduce and correct the error. Should either Party not be able to locate the error root cause and Customer and CentralSquare agree that on-site services are necessary to diagnose or resolve the problem CentralSquare shall provide a travel estimate and estimated hours in order to diagnose the reported error.
2.2. If after traveling onsite to diagnose a reported error and such reported error did not, in fact, exist or was not attributable to a defect in the Software provided by CentralSquare or an act or omission of CentralSquare, then Customer shall pay for CentralSquare's investigation, travel, and related services in accordance with provided estimate. Customer must provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Exhibit, including remote access in accordance with the Remote Access Policy.
3. Online Support Portal
Online support is available via https://support.centralsquare.com/s/contact-us, offering Customer the ability to resolve its own problems with access to CentralSquare’s most current information. Customer will need to enter its designated username and password to gain access to the technical support areas on CentralSquare’s website. CentralSquare’s technical support areas allow Customer to: (i) search an up-to-date knowledge base of technical support information, technical tips, and featured functions; and (ii) access answers to frequently asked questions (FAQ).
4. Exclusions from Technical Support Services
CentralSquare shall have no support obligations to provide Support or Maintenance for Solutions that are not kept current to one version prior to the then current version of the Solution. CentralSquare shall have no support obligations with respect to any third-party hardware or software product not licensed or sold to Customer by CentralSquare (“Nonqualified Product”). Customer shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software.
5. Customer Responsibilities
In connection with CentralSquare’s provision of technical support as described herein, Customer acknowledges that Customer has the responsibility to do each of the following:
5.1 Provide hardware, operating system and browser software that meets technical specifications, as well as a fast, stable, high-speed connection and remote connectivity for accessing the Solution.
5.2 Maintain any applicable computer system and associated peripheral equipment in good working order in accordance with the manufacturers’ specifications, and ensure that any problems reported to CentralSquare are not due to hardware malfunction;
5.3 For CentralSquare Solutions that are implemented on Customer Systems, maintain the designated operating system at the latest code revision level reasonably deemed necessary by CentralSquare for proper operation of the Software;
5.4 Supply CentralSquare with access to and use of all information and facilities reasonably determined to be necessary by CentralSquare to render the technical support described herein; CST-2024-101992
5.5 Perform any test or procedures reasonably recommended by CentralSquare for the purpose of identifying and/or resolving any problems;
5.6 At all times follow routine operator procedures as specified in the Documentation or any error correction guidelines of CentralSquare posted on the CentralSquare website;
5.7 Customer shall remain solely responsible at all times for the safeguarding of Customer’s proprietary, confidential, and classified information contained within Customer Systems; and
5.8 Reasonably ensure that the Customer Systems are isolated and free from viruses and malicious code that could cause harm before requesting or receiving remote support assistance.
6. Priorities and Support Response Matrix
The following priority matrix relates to software errors covered by this Agreement. Causes secondary to non-covered causes - such as hardware, network, and third-party products - are not included in this priority matrix and are outside the scope of this Exhibit. CentralSquare will make commercially reasonable efforts to respond to Software incidents for live remote based production systems using the following guidelines:
Priority Issue Definition Response Time
Priority 1 –
Urgent
The software is completely down and will not
launch or function.
Priority 1 issues must be called in via 833-278-7877 and will be immediately answered and managed by the first
available representative.
Priority 2 –
Critical
A high-impact problem that disrupts the
customer’s operation but there is capacity to
remain productive and maintain necessary
operations.
Priority 2 issues must be called in via 833-278-7877 and will be immediately answered and managed by the first
available representative.
Priority 3 –
Non-Critical
A Software Error related to a user function which
does not negatively impact the User from the use
of the system. This includes system administrator
functions or restriction of user workflow but does
not significantly impact their job function.
Priority 3 issues called in via 833-278-7877 will be
immediately answered and managed by the first
available representative.
Non-Critical Priority 3 issues may also be reported via Https://support.centralsquare.com/s/contact-us
Priority 4 –
Minor
Cosmetic or documentation errors, including
Customer technical questions or usability
questions.
Priority 4 issues called in via 833-278-7877 will be
immediately answered and managed by the first
available representative.
Minor Priority 4 issues may also be reported via
Https://support.centralsquare.com/s/contact-us
7. Exceptions. CentralSquare shall not be responsible for failure to carry out its Support and Maintenance obligations under this Exhibit if the failure is caused by adverse impact due to:
7.1. defectiveness of the Customer’s Systems (including but not limited to environment, hardware or ancillary systems), or due to Customer corrupt, incomplete, or inaccurate data reported to the Solution, or documented defect.
7.2. denial of reasonable access to Customer’s System or premises preventing CentralSquare from addressing the issue.
7.3. material changes made to the usage of the Solution by Customer where CentralSquare has not agreed to such changes in advance and in writing or the modification or alteration, in any way, by Customer or its subcontractors, of communications links necessary to the proper performance of the Solution.
7.4. a Force Majeure event (as outlined in Section 12), or the negligence, intentional acts, or omissions of Customer or its agents.
8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved. CentralSquare will make commercially reasonable efforts to resolve Software incidents for live remote based production systems using the following guidelines:
CST-2024-101992
Priority Resolution Process Resolution Time
Priority 1 – Urgent CentralSquare will provide a
procedural or configuration
workaround or a code correction that
allows the Customer to resume live
operations on the production
System.
CentralSquare will work continuously to provide the Customer with a solution that allows the Customer to resume live operations on the production system.
CentralSquare will either resolve the issue or provide a resolution plan as soon as possible and not later than twenty-four (24) hours after notification.
Priority 2 –
Critical
CentralSquare will provide a
procedural or configuration
workaround or a code correction that
allows the Customer to resume
normal operations on the production
System.
CentralSquare will work continuously to provide the Customer with a solution that allows the Customer to resume normal operations on the production System.
CentralSquare will either resolve the issue or provide a resolution plan as soon as possible and not later than thirty-six (36) hours after notification.
Priority 3 – Non –
Critical
CentralSquare will provide a
procedural or configuration
workaround that allows the Customer
to resolve the problem.
CentralSquare will work to provide the Customer with a
resolution which may include a workaround or code correction within a timeframe that takes into consideration the impact of the issue on the Customer and CentralSquare’s User base.
Priority 3 issues have priority scheduling in a subsequent release.
Priority 4 – Minor If CentralSquare determines that a
reported Minor Priority error
requires a code correction, such
issues will be addressed in a
subsequent release when
applicable.
CentralSquare will work to provide the Customer with a
resolution which may include a workaround or code correction in a future release of the software. Priority 4 issues have no defined resolution time.
9. Non-Production Environments. CentralSquare will make commercially reasonable efforts to provide fixes to non- production environment(s). Non-production environments are not included under the response or resolution tables provided in this Exhibit.
9.1. Maintenance. All non-production environment resolution processes will follow the structure and schedules outlined above for production environments.
9.2. Incidents and service requests. Non-production environment incidents are considered priority 3 or 4, dictated by circumstances and will be prioritized and scheduled subordinate to production environment service requests.
10. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and organization of its staff in the operation of the Software.
11. Development Work. Software support and maintenance does not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Software, except such work as may be specifically purchased and outlined in the Agreement.
CentralSquare retains all intellectual property rights in development work performed and Customer may request consulting and development work from CentralSquare as a separate billable service.
12. Technology Life Expectancy. Customer understands, acknowledges and agrees that the technology upon which the Hardware, Solution and Third-Party Software is based changes rapidly. Customer further acknowledges that CentralSquare will continue to improve the functionality and features of the Solution to improve legal compliance, accuracy, functionality and usability. As a result, CentralSquare does not represent or warrant that the Hardware, Solution and/or Third-Party Software provided to Customer under this Agreement or that the Customer Systems recommended by CentralSquare will function for an indefinite period of time. Rather, CentralSquare and Customer may, from time to time, analyze the functionality of the Hardware, Solution, Third-Party Software and Customer Systems in response to changes to determine whether Customer must upgrade the same. Customer upgrades may include without limitation, the installation of a new Release, additional disk storage and memory, and workstation and/or server upgrades. Customer upgrades may also include the installation and/or removal of Third-Party Software. Customer is solely responsible for all costs associated with future resources and upgrades.
CST-2024-101992
EXHIBIT 3
CentralSquare Access Management Policy
In order to provide secure, federally compliant connections to agency systems CentralSquare Technologies (“CentralSquare”) requires BeyondTrust or SecureLink as the only approved methodology of connection. BeyondTrust and Securelink provide the necessary remote access in order to service and maintain CentralSquare products while adhering to the Federal Bureau of Investigations Criminal Justice Information Services requirements. Both solutions utilize two-factor authentication Federal Information Processing Standard Publication (“FIPS”) 140-2 validated cryptographic modules and AES encryption in 256-bit strengths.
BeyondTrust and Securelink are addressed in turn via this Access Management Policy; Customers may choose which remote privileged access management solution will be utilized by CentralSquare.
BeyondTrust
The BeyondTrust remote support solution may be utilized via escorted session or a jump Customer. As for an escorted session, when an agency needs assistance from CentralSquare, the agency employee requesting assistance will receive verbal or email communication with a session key necessary to enable remote access. If a verbal key is provided, the user enters the session key after visiting https://securesupport.centralsquare.com.
Jump Customers are a Windows service that can be stopped/started to facilitate a support session. Connections made via jump Customer can be active or passive. An active jump Customer is always available. A passive connection is enabled for a specific purpose and then disabled when not used. Regardless of the option selected, CentralSquare’s support team will arrange a BeyondTrust session to establish the jump Customer.
The jump Customer resides on the agency side on the installed device, where an agency administrator can manage.
Instructions on how to enable/disable jump Customers can be provided upon request. A sample workflow of a passive jump Customer is provided below:
Should an agency require support from CentralSquare, a call would be placed and/or a support ticket opened in the portal on the CentralSquare customer support website. Before accessing the agency’s system and/or environment, the CentralSquare representative would send a notice of connection from the CentralSquare support portal instance. This notice can be sent to the individual at the agency that the CentralSquare representative is working with or other designated contacts as necessary. Upon receipt of the notice of connection, the agency personnel would enable the BeyondTrust jump Customer. The CentralSquare representative would then be admitted to the agency’s system and/or environment to perform the necessary task. Upon completion of the task, the CentralSquare representative sends a notice of disconnection from the CentralSquare support portal instance. Upon receipt of the notice of disconnection, the agency personnel would then disable the BeyondTrust jump Customer.
Securelink
Similar to BeyondTrust’s escorted session, Securelink may be utilized via “quick connect”. To enable a quick connect session when an agency needs assistance from CentralSquare, the Agency employee requesting assistance will enter a key code in order to connect for screen sharing on a device.
Similar to the jump Customer methodology, SecureLink may also be utilized via “gatekeeper”. The sample workflow description for a jump Customer provided above is substantially similar to the workflow for gatekeeper.
Summation
BeyondTrust and Securelink allow customers the ability to monitor connectivity to the customer’s network and maintain CJIS compliance while enabling CentralSquare to perform the necessary support functions.
CST-2024-101992
EXHIBIT 4
Certificate of Insurance (Evidence of Coverage)
CST-2024-101992
EXHIBIT 5
Statement of Work
1) Finance Enterprise (FE) Annual Subscription Fee Years 24-2029 2) Analytics NOW Cognos Annual Subscription Fee Years 24-2029 3) Navaline Utilities and Financials Annual Subscription Fee Years 24-2029 4) Community Development Permitting System Annual Subscription Fee Years 24-2029 5) Central Square Payments Annual Subscription Fee Years 24-2029 6) Professional Development Services Q-186545 (As needed services) Years 24-2029 CST-2024-101992
EXHIBIT 6
Service Level Commitments
The following applies to any CLOUD (non-OPS designated) Software Subscriptions on Exhibit 1 as a cloud hosted Solution.
1. Service Level Commitments
A. Availability. During any calendar month, the availability of the Solution shall be no less than 99.9%, excluding scheduled maintenance. CentralSquare shall provide Customer with prompt notification as soon as it becomes aware of any actual or potential unscheduled downtime of the Solution, as well as continual periodic updates during the unscheduled downtime regarding CentralSquare’s progress in remedying the unavailability and estimated time at which the Solution shall be available.
B. Measurement. Service availability is measured as the total time that the solutions are available during each calendar month for access by Customer (“Service Availability”). Service Availability measurement shall be applied to the production environment only, and the points of measurement for all monitoring shall be the servers and the internet connections at CentralSquare’s hosted environment.
C. Calculation. Service availability for a given month shall be calculated using the following calculation:
I. The total number of minutes which the service was not available in a given month shall be subtracted from the total number of minutes available in the given month. The resulting figure is divided by the total number of minutes available in the given month.
II. Service availability targets are subject to change due to the variance of the number of days in a month.
III. The total number of minutes which the service was not available in a given month shall exclude minutes associated with scheduled or emergency maintenance.
D. Remedy. If the service period target measurement is not met, then the customer shall be entitled to a credit calculated as follows:
Service availability Credit percentage
Less than 99.9% but greater than or equal to 99.0% 5%
Less than 99.0% but greater than or equal to 95.0% 10%
Less than 95% 20%
Service Availability in the relevant
Service Period
Percentage Reduction in Monthly Fee for the
Subsequent Service Period
Less than 99.9% but greater than or equal to 99.0% 5%
Less than 99.0% but greater than or equal to 95.0% 10%
Less than 95% 20%
E. Credit must be requested by the customer within sixty (60) days of the failed target. Any credit awarded shall be applied to the next applicable invoice. Customer shall not be eligible for credits where customer is more than thirty (30) days past due on their account.
2. Exceptions. The Service Level Commitments and availability stated in this Exhibit do not cover services interruptions or performance issues that are caused by factors outside of CentralSquare or it’s hosting partner’s control. Such factors may include, but are not limited to:
A. Internet Access. Issues relating to Customer’s internet access. Any outages, slowdowns, or other problems related to the internet connection are explicitly disclaimed; B. Customer’s Internal Network Issues. Issues originating from Customer’s internal network such as network congestion, network equipment failure, or misconfigurations are explicitly disclaimed; CST-2024-101992
C. Third-Party Acts. Issues caused by the acts or omissions of third-parties, including providers of internet services, or for issues arising from third-party software or hardware that is not provided by CentralSquare is explicitly disclaimed;
D. Gross Negligence or Willful Misconduct. Issues relating to the failure or delay in performance to the extent caused by the acts or omissions of Customer or its agents constituting gross negligence or willful misconduct are explicitly disclaimed; and,
E. Force Majeure. A force majeure event such as natural disasters, acts of God, or any other cause constituting force majeure are explicitly disclaimed.
3. Server Performance & Capacity. The standard provisioning of storage for the cloud solutions is 1 terabyte.
If Customer requests to add additional Software, increase storage or processing requirements, and/or request additional environments, these requests will be evaluated and if additional resources are required to support modifications, additional fees may apply at per unit (gigabyte, hour, license, etc).
4. Non-Production Environments. Included in the subscription fee is access to the training environment during the hours of 8:00am – 4:00pm EST, Monday through Friday. Should the Customer require extended access for items such as internal training, CentralSquare can make exceptions provided that Customer provide reasonable advance written notice. CentralSquare will then work with the Customer to enable access in accordance with an agreed upon schedule.
ACTION ITEM 9.B.
DATE: November 12, 2024
TO: Mayor and Members of the City Council
FROM: Veronica A.F. Nebb, City Attorney
Randy J. Risner, Chief Assistant City Attorney
SUBJECT: INTRODUCTION OF AN ORDINANCE AMENDING VALLEJO MUNICIPAL CODE TITLE 18, POLICE OVERSIGHT AND ACCOUNTABILITY COMMISSION (FIRST READING)
RECOMMENDATION
Staff recommends that the City Council conduct the First Reading of the Amended Title 18 and introduce the ordinance with a second reading and adoption to be scheduled for a subsequent meeting.
REASONS FOR RECOMMENDATION
The City Council adopted Title 18 on December 20, 2022 which required the City to meet and confer with VPOA concerning any proposed amendments to the ordinance. VPOA filed PERB action 2038 challenging the validity of Title 18. With the assistance of a PERB mediator, staff and VPOA conducted settlement meetings and reached a settlement based upon the amendments to Title 18 before Council this evening. The settlement is subject to the approval of Council of the proposed amendments. Staff supports these revisions and recommends approval.
Training meetings have now been scheduled for the POAC members. If the City Council adopts the proposed amendments to the ordinance. The POAC will be fully operational upon the completion of the training program.
BACKGROUND AND DISCUSSION
On December 20, 2022, the City Council adopted Title 18, Police Oversight and Accountability Commission. This new title is designed to provide oversight and accountability of the Vallejo Police Department by creating a Police Oversight and Accountability Commission composed of City residents appointed by the City Council members and Mayor. The Commission provides input and advice to the Chief of Police and City Manager concerning police department policies, personnel and discipline. In addition, the ordinance creates the position of Police Auditor who is, among other things, responsible for reviewing all critical incidents. All critical incidents (as defined by the ordinance) are to be investigated by outside, independent investigators.
Section Three of the ordinance requires the City to meet and confer with affected labor bargaining units including the Vallejo Police Officers Association. The City is also to consider any amendments to Title 18 proposed by the VPOA. City staff met and conferred with VPOA on multiple occasions over the past 24 months. During the meet and confer process, VPOA filed PERB action 2038 challenging the adoption of Title
18. The PERB action was assigned to a mediator which is part of the PERB process. The mediator met with the City and VPOA on several occasions to attempt to bring the parties to a negotiated settlement of the action. Those meetings culminated in a settlement agreement in the form of the amended Title 18 being considered by City Council this evening. Staff believes that the changes requested by VPOA do not impact the original intent of Title 18 to provide meaningful oversight of the Vallejo Police Department.
FISCAL IMPACT
Date: November 12, 2024
Subject: INTRODUCTION OF AN ORDINANCE AMENDING VALLEJO MUNICIPAL CODE TITLE 18, POLICE OVERSIGHT AND ACCOUNTABILITY COMMISSION (FIRST
READING)
Adoption of the amended Title 18 will have no affect on the City budget. As is currently the case with the existing Title 18, the City still must budget for and maintain a police oversight and accountability commission, a police auditor and independent investigators.
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. 2024 Amended Police Oversight Ordinance
CONTACT
Randy J. Risner, Chief Assistant City Attorney
[email protected]
Created: 2022-07-20 12:06:02 [EST]
(Supp. No. 17, Update 1)
ORDINANCE NO. _______________
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VALLEJO AMENDING TITLE 18 OF THE VALLEJO MUNICIPAL CODE ENTITLED POLICE OVERSIGHT
AND ACCOUNTABILITY
[Deleted text is shown in strikethrough and
added text is shown in bold italic]
WHEREAS, on December 20, 2022, the City Council adopted Ordinance No. 1878 N.C. (2d) entitled Title 18 Police Oversight and Accountability (the “Ordinance”); and WHEREAS, Section Three of the Ordinance required that the Ordinance not be implemented until completion of the meet and confer process with the Vallejo Police Officers Association (“VPOA”); and
WHEREAS, VPOA filed an action with the Public Employees Relations Board on July 26, 2023 (“PERB 2038”); and
WHEREAS, since the filing of PERB 2038, City staff has met multiple times with VPOA; and WHEREAS, the Ordinance specifically recognizes the right of VPOA to propose amendments to the Ordinance; and
WHEREAS, as part of the meet and confer process and as part of a proposed settlement of PERB 2038, VPOA and the City tentatively agreed to amendments to the Ordinance.
NOW THEREFORE, the City Council of the City of Vallejo does hereby ordain as follows:
SECTION ONE
Title 18 of the Vallejo Municipal Code is hereby amended as follows:
TITLE 18 POLICE OVERSIGHT AND ACCOUNTABILITY
Chapter 18.01 Title and Purpose
18.01.010 Title
This ordinance shall be known as the “Police Accountability and Oversight Ordinance.”
18.01.020 Purpose
In adopting this ordinance, it is the intent of the City of Vallejo (“City”) to promote the health, safety and wellbeing of all residents by utilizing the best possible police practices and policies Created: 2022-07-20 12:06:02 [EST]
(Supp. No. 17, Update 1)
while ensuring effective, efficient, trustworthy and just law enforcement. It is also the purpose of this ordinance to improve relations between law enforcement and the community of Vallejo and to continuously foster good relations between those who enforce the laws and the diverse community whom they serve. It is the desire of the City that the public take pride in local law enforcement and those who enforce the laws will take pride in their service to the public.
Chapter 18.02 Independent Investigations of Serious Incidents
18.02.010 Independent Investigations
A. Any Serious Incident, as that term is defined in section 18.02.010D, involving a sworn police officer(s) employed by the Vallejo Police Department, shall be investigated by an independent investigator (“Independent Investigator”). Bias Incidents, as that term is defined in section 18.03.050C, as well as other potential policy violations, may be investigated by the Independent Investigator as set forth in section 18.03.050I.
B. The City Manager, City Attorney and Human Resources Director shall, by consensus, select a contracted Independent Investigator after seeking advice and input from the Community Police Oversight and Accountability Commission (“Commission”) at a noticed, open regular or special meeting. In order to improve efficiency and timeliness, the City Manager may create a standing list of approved investigators. Thereafter, investigators may be selected from the list without seeking further advice and input from the Commission. The list shall be updated on an annual basis. The list shall be a public record that the Commission or the City Manager may make available to the public online.
C. Any person or firm selected as an Independent Investigator shall have the following experience:
1. Be specifically trained in workplace investigations with at least five (5) years of experience investigating workplace matters or public employment issues involving law enforcement agencies;
2. Have an office or place of business within 100 miles of the City and be able to timely respond to Serious Incidents or other matters being investigated; and
3. Have significant experience providing expert testimony before arbitrators or courts and able to cite to examples.
The Independent Investigator must not be a person who:
1. is a current employee of the City or any immediate family member of such a person as defined in section 18.03.020B(3);
2. has ever been a peace officer for any federal, state or local law enforcement agency;
3. is a current or former employee of the Vallejo Police Department or any immediate family member of such a person as defined in section 18.03.020B(3);
4. is an attorney or law firm who represents or represented any person in any proceedings or matters adverse to the City;
5. is a party in any proceedings or matters adverse to the City within the last five (5) years or any immediate family member of such a person as defined in section
18.03.020B(3); and
6. is an attorney or law firm who represents or has represented peace officers at arbitration or before a Civil Service Commission or equivalent body involving a disciplinary matter.
D. A Serious Incident shall be defined as any incident involving sworn members of the Vallejo Police Department and concerning:
1. an incident involving the discharge of a firearm at a person by a sworn officer(s);
2. an incident in which the use of force by a sworn officer(s) against a person results in death or great bodily injury. Great bodily injury shall have the meaning set forth in Penal Code section 12022.7(f) and shall include, but shall not be limited to, any physical injury requiring medical treatment in a hospital. For purposes of this section hospitalization shall not include merely for routine medical clearance;
3. an incident involving any in-custody death of any person which is preceded by the use of force against that person by a sworn officer, whether or not that force ultimately caused the death;
4. an incident involving the death of any civilian which is preceded by the use of force against that person by a sworn officer, whether or not that force ultimately caused the death;
5. an incident involving an allegation of sexual assault, by a sworn officer(s) against a person. “Sexual assault” shall have the meaning set forth in Penal Code Section 832.7(b)(1)(B)(ii) and “member of the public” shall have the meaning set forth in Penal Code section 832.7(b)(1)(B)(iii);
6. an incident involving an allegation of dishonesty of a sworn officer(s) relating to the reporting, investigation, or prosecution of a crime, or directly relating to the reporting of, or investigation of misconduct by, another sworn officer(s), including, but not limited to, perjury, false statements, filing false reports, destruction of evidence, falsifying evidence, or concealing of evidence. All allegations of dishonesty, whether under oath or not, are included in this section.
E. The Independent Investigator shall conduct their investigation in parallel with any Internal Affairs investigation. All interviews conducted in any administrative
investigation of Serious Incidents shall require the attendance of the Independent Investigator except that the initial interview conducted immediately after the occurrence of the Serious Incident may be conducted without the participation of the Independent Investigator if that person is unavailable.
1. All interviews of any subject or witness conducted by either the Independent Investigator or Internal Affairs shall be video and audio recorded. Interviews may also be video recorded provided that the investigator, and the subject or the witness, as applicable, agree to such video recording. All such audio and video recordings shall be maintained by the City for a period of seven (7) years and may not be destroyed or disposed of before the expiration of that time period.
2. All audio and video recordings of any interview of any subject or witness shall affirmatively be made available to the Independent Investigator immediately, or as soon as possible, and in no event exceeding five days from the date on which the recordings were made.
3. The Independent Investigator may conduct their own independent interviews of subjects and witnesses.
F. The Independent Investigator may conduct investigations of matters and incidents, other than Serious Incidents as set forth in sections 18.03.050I, 18.03.060F or as otherwise set forth in this Title.
G. Every City employee identified as a subject and every City employee identified as a witness in any investigation required by this chapter, shall cooperate to the fullest extent with the Independent Investigator. Failure to participate in interviews, provide documents, to be truthful and to otherwise cooperate shall be a violation of this section and shall subject any non-cooperating subject or witness to discipline, including potential termination, at the discretion of either the Chief of Police, if the employee works for the police department or City Manager, if the employee works for any other City department.
H. The Vallejo Police Department and every City department shall cooperate with the Independent Investigator in providing all evidence determined relevant by the Independent Investigator including, but not limited to, recorded interviews, body-worn camera footage, car camera footage, written statements, investigative reports and all other files, documents and records requested by the Independent Investigator. No member of the Vallejo Police Department, City employee, or elected or appointed official shall interfere with the Independent Investigator or the conclusions of the Independent Investigative Report. Notwithstanding anything herein to the contrary, the Independent Investigator is not entitled to any documents protected by the Attorney Client privilege or the Attorney Work Product privilege unless such privilege is waived. Further, the Independent Investigator has no authority to interview any City elected official or City employee concerning any matters discussed in a closed session City Council meeting or a Closed closed session Commission meeting. The Independent Investigator may not access documents or other potential evidence produced solely for use in a closed session
meeting. A closed session meeting is any meeting lawfully allowed to be held by a legislative body as set forth in Government Code section 54954.5.
I. In conducting any investigation, the Independent Investigator shall reasonably “follow the evidence” and shall not be bound by any scope of work in any contract with the City when it comes to reasonably identifying and investigating the misconduct of an officer as set forth in this Title.
J. The Independent Investigator shall have subpoena authority for records and other relevant material related to any independent investigation. No such subpoena shall issue, however, unless 30-days have elapsed since the Independent Investigator requested such records and they have not been provided. Any such subpoena may be enforced in the Solano County Superior Court and the City Attorney, or their designee, shall take the necessary steps to enforce such a subpoena.
18.02.020 Investigative Report
A. The Independent Investigator shall prepare a written Investigative Report for each Serious Incident (“Independent Investigative Report”) or any complaint referred in accordance with the provisions of this Title. The Independent Investigative Report shall set forth findings of fact and a determination as to whether or not any Vallejo Police Department policies or City policies (the “Policy” or “Policies”) were potentially violated including any potential violations committed during the investigation (e.g., dishonesty during any investigative interview). The Independent Investigator shall make their findings based upon a preponderance of the evidence. The term “preponderance of the evidence” shall have the same meaning as found in the most recent version of CALJIC
2.50.2 or any successor section defining “preponderance of the evidence.” B. Upon conclusion of the investigation, the Independent Investigator shall submit a signed copy of the Investigative Report to the Commission, Independent Police Auditor (“IPA”), Chief of Police, the City Manager, the City Attorney and the Human Resources Director.
C. Nothing herein is intended to imply that any person employed by the City, including the Chief of Police, the City Manager, the City Attorney or the Human Resources Director directs or supervises the Independent Investigator.
D. The Independent Investigator shall conclude the investigation as promptly as possible. In no event shall the Independent Investigator conclude the investigation any later than ninety (90) days prior to the running of the time limitation set forth in Government Code section 3304(d).
E. Nothing herein shall supersede or impede a sworn officer’s rights under the Peace Officer’s Bill of Rights or under any current Memorandum of Understanding with the Vallejo Peace Officers Association or any other rights set forth in law.
F. No City employee shall influence or attempt to influence the outcome of any independent investigation or the contents of any investigatory report prepared by the Independent
Investigator. If, after investigation, it is discovered that a City employee engaged in such behavior, that employee shall be subject to discipline up to and including termination, at the discretion of the City Manager (if the employee is under the City Manager) or City Attorney (if the employee is under the City Attorney).
Chapter 18.03 Community Police Oversight and Accountability Commission.
18.03.010 Creation of Community Police Oversight and Accountability Commission Pursuant to the provisions of the Charter of the City of Vallejo, there is hereby created a Community Police Oversight and Accountability Commission (the “Commission”). The Commission is an advisory board as described in section 403 of the Charter.
18.03.020 Membership and Terms of Community Police Oversight and Accountability Commission.
A. The Commission shall consist of seven (7) Members and two (2) Alternate Members appointed by the Mayor and City Council. Each Council Member shall appoint a Member who is living within that Council Member’s District. However, if in the opinion of the appointing Council Member, there are no qualified candidates or in order to fulfill the City’s obligation for diversity set forth in section 18.03.020C, the Council Member may select a candidate outside of their District. The Mayor shall appoint one (1) Member from any District in the City. Council Member and Mayor appointments shall be subject to the ratification of a majority of the City Council. In the event majority approval is not obtained, the appointing Council Member or Mayor shall select a different individual to serve as a Member of the Commission, and the process shall continue until a majority vote is obtained. In addition to the aforementioned Members, the Mayor and City Council shall collectively appoint one (1) youth member between the ages of 18-25 and one (1) community member as Alternate Members. Alternate Members must meet all the qualifications and training requirements set forth herein and are subject to the same laws, rules and regulations as Members unless specifically modified by this Title. Alternate Members shall participate in Commission meetings but shall not vote unless there is an absence on the Commission as set forth in section 18.03.100F below.
B. The City Council may not appoint any Member who:
1. is not a qualified elector in the City;
2. is a current employee of the City or any immediate family member of such a person as defined in section 18.03.020B(3);
3. is currently employed as a peace officer by any local, state or federal law enforcement agency or who has been employed as such or who is an immediate family member of any such person. For purposes of this Title, an immediate family member is a current spouse, a child, a parent or a sibling;
4. is a current or former employee of the Vallejo Police Department or any immediate family member of such a person as defined in section 18.03.020B(3);
5. is an attorney or law firm who represents or represented any person or entity in any proceedings or matters adverse to the City;
6. is a party to any proceeding or matter adverse to the City within the last five (5) years or any immediate family member of such a person as defined in section
18.03.020B(3);
7. Isis an attorney or law firm who represents or has represented peace officers at arbitration or before a Civil Service Commission or equivalent body involving a disciplinary matter; or
8. has ever been convicted of any of the following crimes:
i.Any crime requiring registration as a sex offender pursuant to any state or federal law;
ii.Any crime involving the abuse of a child;
iii.Any felony involving physical harm to a law enforcement officer.
C. The City Council shall use its best efforts to appoint Members reflecting the race, color, religious, sex/gender, gender identity, sexual orientation, marital status, medical condition, veteran/military status, national origin, ancestry, disability, genetic information and age diversity of the City of Vallejo. In soliciting applications from the public for Commission membership, the City shall target application solicitations to community groups specifically representing the diversity of the City.
D. Each Member shall serve as a volunteer without pay.
E. Applications for membership on the Commission shall be through the process defined in section 2.02.350 of this code and any applicable state law for publicizing openings for appointments to boards and commissions. All applications shall be submitted to the City Clerk who will distribute them to the Mayor and all members of the City Council. The Council District in which the applicant lives shall be shown clearly on the front of each application. The City Council shall conduct interviews of eligible applicants at a public meeting that has been noticed at least 72-hours in advance.
F. The term for each Member shall be as set forth in section 2.26.030 of this code including the staggering provisions in 2.26.030B. Alternate members shall not be subject to the staggering requirement set forth in section 2.26.030. Individual Council Members, the Mayor and the City Council as a whole may be referred to herein, either collectively or individually, as the “Appointing Authority.”
G. A Member may hold office for no more than eight (8) consecutive years. Former Members may be reappointed after a break in service of at least two (2) years.
H. Alternate Members may serve only one, four-year term and shall not be reappointed as an Alternate Member. An Alternate Member may be appointed as a regular Member after any length of service as an Alternate Member. Service as an Alternate Member shall not count toward the eight (8) concurrent year limitation for service as a Member.
I. Notwithstanding anything to the contrary herein, each Member and Alternate Member shall continue to serve until their replacement is appointed.
J. Unless modified by this ordinance, Members may be removed as set forth in Chapter
2.26. In addition, a Member shall be removed if any Member is convicted of any felony or any crime as set forth in section 18.03.020B(7).
K. A Member shall be removed by the City Council if that Member discloses confidential information regarding any police officer, any police investigation, any information received by Members in closed session, any information that is protected by the attorney/client privilege or any other City information provided to the Member in confidence and that is prohibited from disclosure by state or federal law or the disclosure of which would subject the City to liability. If a Member is suspected of disclosing any such confidential information, the City Manager at the request of the City Council or upon the City Manager’s own recommendation, may initiate an investigation. If the investigator finds by a preponderance of the evidence, as that term is defined in CALJIC
2.50.2, that the Member willfully disclosed such confidential information or failed to take affirmative action to protect such information from disclosure, then the City Council shall remove the Member and a new Member shall be appointed by the City Council using the process set forth herein.
L. In the event of a vacancy caused by resignation and/or disability or death, the Appointing Authority may appoint a replacement to fill out the remaining period of the term pursuant to Chapter 2.26 of this code.
M. At the City’s sole cost and expense, all Members shall be subjected to a live scan fingerprint check, to include a check of FBI and California Department of Justice criminal databases before beginning service on the Commission and at each appointment or reappointment thereafter or at the discretion of a majority of the City Council. A Member’s appointment shall be revoked if the background check reveals that the Member has been convicted of any of the crimes set forth in section
18.03.020B(7). To the extent allowed by law, any live scan report shall be kept confidential.
18.03.030 – Commission staff.
A. The City Manager shall appoint a member of City staff to support the Commission (“Commission Secretary”) after seeking advice and input from the Commission at a noticed, regular or special meeting. Said meeting shall be held in either open or closed session as legally required when discussing personnel matters. The Commission Secretary shall prepare the Commission’s agendas, prepare staff reports and supporting materials, serve as the secretary of the Commission, keep the Commission’s minutes
and be the Commission’s custodian of records. In preparing agendas for the Commission, the Chair chair and vice-chair shall convene to set the Agenda and shall consult with the Commission Secretary as well as the Assigned Attorney, as that term is defined below, for advice concerning the legality of the Agenda. The Commission Secretary may not be an employee, either civilian or sworn, of the Vallejo Police Department. The Commission Secretary shall provide administrative support only and shall not provide any direction to the Commission or attempt to influence matters of policy.
B. The City Attorney shall assign a qualified attorney to provide legal advice to the Commission on matters concerning the Commission (“Assigned Attorney”) after seeking advice and input from the Commission at a noticed regular or special meeting.
The Assigned Attorney may be either an employee of the City Attorney’s Office or a contracted attorney or both. The Assigned Attorney shall review all agenda items for the Commission to ensure compliance with the Ralph M. Brown Act and any other applicable laws and regulations. The Assigned Attorney shall also ensure that the items on the agenda do not exceed the subject matter jurisdiction of the Commission as set forth in this Title. In addition, the Assigned Attorney shall attend and provide legal advice at all regular and special meetings of the Commission. The Assigned Attorney shall also attend all Commission closed session meetings. In the absence of the Assigned Attorney, the City Attorney, at their discretion, may appoint an alternate to temporarily perform the duties of the Assigned Attorney. The Assigned Attorney shall provide legal advice only and shall not provide any direction to the Commission or attempt to influence matters of policy. The Assigned Attorney shall not be an attorney directly involved in litigation matters involving the Vallejo Police Department. The Assigned Attorney shall have the following minimum qualifications:
1. A municipal attorney with a minimum of five (5) years’ experience representing California cities and/or other California public agencies as either a City Attorney, Assistant City Attorney, Deputy City Attorney or equivalent role;
2. Possession of a Juris Doctor from an accredited law school;
3. Experience in police personnel and disciplinary matters and the related California law;
4. Experience in human resources; and
5. Experience in police oversight.
C. The Assigned Attorney may not be a person who:
1. is currently employed as a peace officer by any local, state or federal law enforcement agency or who has been employed as such or who is an immediate family member of any such person as defined in section 18.03.020B(3);
2. is a current or former employee of the Vallejo Police Department or any immediate family member of such a person as defined in section 18.03.020B(3);
3. is an attorney or law firm who represents or represented any person or entity in any proceedings or matters adverse to the City;
4. is a party to any proceeding or matter adverse to the City within the last five (5) years or any immediate family member of such a person as defined in section
18.03.020B(3); or
5. Isis an attorney or law firm who represents or has represented peace officers at arbitration or before a Civil Service Commission or equivalent body involving disciplinary matters.
D. The Chief shall assign themselves or a Deputy Chief to serve as a Police Liaison to the Commission. The Police Liaison shall be responsible for answering questions from Members, providing information to Members and ensuring that Members have access to records and information in possession of the Vallejo Police Department as needed by the Commission to perform its duties and functions. The Police Liaison shall attend all meetings of the Commission. The Police Liaison may attend closed session meetings at the discretion of the Commission.
E. At least one member of the City Council shall be appointed as a Commission liaison in the same manner as other council liaison appointments to boards and commissions.
18.03.040 Commission Training
A. Within nine (9) months of appointment, each Commissioner shall attend training provided/funded by the City as follows:
1. regarding the provisions of the Vallejo City Charter and with the Vallejo Municipal Code applicable to Department members and/or operations;
2. regarding the California Political Reform Act (Cal. Gov’t Code section 81000, et seq.), Vallejo’s Conflict of Interest Code, the California Brown Act (Cal. Gov’t Code section 54950, et seq.), and the California Public Records Act (Cal. Gov’t Code section 6250, et seq.), and all local rules relating thereto;
3. regarding basic principles of constitutional due process and administrative hearings, as the same relate to peace officers;
4. regarding the legal requirements for maintaining the confidentiality of personnel records and other confidential documents or information;
5. regarding constitutional rights guaranteed to all residents as such rights are affected by law enforcement;
6. regarding the Meyers Milias Brown Act (Cal. Gov’t Code section 3500, et seq.) (MMBA), the Public Employment Relations Board’s administration of the MMBA, the City’s Memoranda of Understanding with the Vallejo Police Officers’ Association (VPOA), Confidential Administrative Management Personnel (CAMP), International Brotherhood of Electrical Workers (IBEW) and other relevant City personnel policies and procedures applicable to the Vallejo Police Department and City employees;
7. regarding the California Public Safety Officers Procedural Bill of Rights Act (Cal. Gov’t Code section 3300, et seq.), and other California Code sections pertaining to peace officers’ rights;
8. regarding anti-discrimination, harassment, bias, diversity, inclusion and racial equity;
9. regarding procedural justice; and
10. regarding trauma informed care.
B. In addition to the above, Members shall:
1. Complete Peace Officer Standards and Training (POST) or equivalent training relating to Search and Seizure and Arrest;
2. Complete Crisis Intervention Training including review of the Department’s training relating to same;
3. Participate in a Department “ride along” and attend a police training program with curriculum designed by the Chief of Police after consultation with the Commission;
4. Attend within 18 months of appointment, or as soon thereafter as possible, the annual conference offered by the National Association for Civilian Oversight of Law Enforcement (“NACOLE”) or a similar organization focused on police oversight, if and as budgeted by the City Council.
Nothing herein shall prevent Members from receiving training outside of Commission meetings and it is specifically authorized that Members may receive training from outside consultants, from the police department, from POST, and online if the Assigned Attorney concludes that such training meets the requirements set forth in this ordinance.
C. Members shall not participate on the Commission until the training identified in
18.03.040A(1-9) above is completed. Members may participate in Commission matters without the training in 18.03.040B(1-4). Members shall complete the required training (excepting Item B. 4. above which is optional) within nine (9) months from the date of appointment unless said time is extended by the City Council. In the event a Member fails to complete the required training during the time allotted by this Chapter, that Member shall be removed and replaced with a new appointment. Notwithstanding
anything to the contrary herein, Members may attend Commission meetings before completing the required training for the purpose of receiving such training.
D. The City Manager, Police Chief and City Attorney shall timely assist the Commission in scheduling and facilitating all training required by this section so that Commissioners have the opportunity to complete the training within the nine-month period without hindrance from the City.
E. To the extent possible, Commission training sessions shall be video recorded so that Commissioners who are unable to attend a training session may make up the missed training by watching the video. Video recordings of training sessions shall be available to the public.
18.03.050 Commission powers, duties and functions.
The powers, duties and functions of the Commission are as follows:
A. To review all Independent Investigative Reports and all Internal Affairs reports and all supporting evidence used by the Independent Investigator or the Internal Affairs investigator concerning any Serious Incident and may provide an recommendation opinion concerning the findings thereof, to the Chief of Police and the City Manager.
While the Commission shall not be limited in its recommendation opinion, it mayshall specifically either agree or disagree with the factual findings and proposed policy violation conclusions and state the reasons therefore.. The Commission may also, upon review of the Independent Investigative Report and/or the Internal Affairs report, recommend further investigation. All reviews and recommendations opinions shall be submitted by the Commission to the Chief of Police and the City Manager within 60 days of the submission of the Independent Investigative Report to the Commission. In no event shall the recommendations opinion be submitted to the Chief of Police and the City Manager less than 30 days prior to the running of the time limitation set forth in Government Code section 3304(d). In the event it is not received within the aforementioned time period, the Commission shall be deemed to have declined review; B. To request the assistance and advice of the IPA on any matter within the subject matter jurisdiction of the Commission;
C. To review the investigatory report provided by the Chief of Police as set forth in section
18.03.060E (whether prepared by the Independent Investigator or the Internal Affairs Division) relating to all complaints involving bias, discrimination, any threat or intimidation or coercion (or any attempt thereof), relating to sex, race, color, religion, ancestry, national origin, disability, medical condition, genetic information, marital status, sexual orientation, gender identity, citizenship, primary language, military/ veteran status or immigration status, (“Bias Incident”) by a sworn officer whether in the performance of their duties or otherwise, and may provide an recommendations opinion concerning the findings and/or policy violations thereof to the Chief of Police and the City Manager. The Commission may also, upon review of the investigative report, recommend further investigation and/or changes in policy and training. All
recommendations opinions shall be submitted by the Commission to the IPA and the Chief of Police within sixty (60) days of the submission of the Investigative Report to the Commission. In no event shall the recommendation recommendation or opinion be submitted to the Chief of Police less than thirty (30) days prior to the running of the time limitation set forth In in Government Code section 3304(d). In the event it is not received within the aforementioned time period, the Commission shall be deemed to have declined review;
D. To advise the Mayor, City Council, City Manager and Chief of Police on all police community relations issues;
E. To conduct public outreach to educate the community on the purpose of the Commission; F. To create and maintain, with the assistance of the City’s Information Technology department, a Commission webpage with information about the Commission’s powers, duties and functions as well as other information related to the subject matter jurisdiction of the Commission;
G. To receive written complaints, including anonymous complaints, from the public alleging misconduct by sworn Vallejo Police Department Officers. The Commission Secretary shall immediately forward (within two (2) business days of receipt) all such complaints delivered to the Commission to the Chief of Police for investigation and the Chief of Police shall confirm to the Commission that the complaint has been received and logged by the Department. All complaints involving Serious Incidents, as defined in Section
18.02.010D shall also be forwarded by the Commission to the City Manager, Human Resources Director and City Attorney for investigation by an Independent Investigator as set forth in Chapter 18.02;
H. The Chief of Police shall, within ten (10) business days, forward or cause to be forwarded to the Commission, or any other City Department that receives public complaints shall immediately forward (within 2 business days) or cause to be forwarded to the Commission, any complaints from the public they have received by the Police Department concerning misconduct by Sworn Officers of the Police Department. This shall include all complaints concerning Bias or any Serious Incident as defined in this ordinance even though those complaints may have been deemed to be unfounded by the Police Department. The Police Department, in the discretion of the Chief of Police, may forward any written determination by the department that a complaint is unfounded. For the purpose of forwarding complaints to the Commission, the Chief of Police or other receiving Department may forward them to the Commission Secretary; I.Any other City Department that receives public complaints shall immediately forward (within ten (10) business days) or cause to be forwarded to the Commission any complaints received from the public concerning misconduct by Sworn Officers of the Police Department. For purposes of forwarding complaints to the Commission, other City Departments may forward complaints to the Commission Secretary. Upon receipt, the Commission Secretary shall, within ten (10) business days, forward said complaints to the Chief of Police;
J. The Commission may request that any complaint be investigated by an Independent Investigator, whether said complaint was initially received by the Commission, by the Police Department or by another City Department. Requests for referral to an Independent Investigator shall be granted for any Serious Incident or Bias Incident. The Commission may also request that the Chief of Police refer complaints relating to other matters to an Independent Investigator and may appeal to the City Manager if the Chief declines the referral to an Independent Investigator;
K. Recognizing that individuals may feel uncomfortable filing complaints with the Vallejo Police Department, to make complaint forms available to the public by posting complaint forms and information about the complaint process on the Commission webpage and at other public locations, as an alternative to filing complaints with the Vallejo Police Department and accepting the online filing of complaints, including anonymous complaints;
L. To ensure that the City and the Vallejo Police Department make information about the complaint process and appropriate forms available at other public locations and to provide recommendation opinions to the City and the Vallejo Police Department about the complaint process;
M. To review and/or give opinions make recommendations concerning the factual findings contained in any investigation of any filed complaint to the Chief of Police and/or City Manager;
N. To review and/or give make a recommendation opinions to the Chief of Police or City Manager concerning whether disciplinary action should be imposed relating to any violation of policy found to exist in any investigatory report of a Serious Incident or Bias Incident or other incidents referred to the Independent Investigator; O. To review and/or provide an recommendation opinion to the Chief of Police in closed session concerning any draft Notice of Intended Discipline (NOID) for any Serious Incident or Bias Incident. The Chief shall consider any such recommendation opinion before imposing any discipline within the time frame set forth in Government Code section 3304(d);
P. To review, advise and provide recommendation opinions regarding any new Police policy or concerning any modification or revision of any such policy and to independently propose new policies in their discretion. The Chief of Police shall submit all proposed new policies or revisions to existing policies to the Commission for review before implementation of said policies or revisions. The Commission shall provide its advice and recommendation opinion to the Chief of Police within forty-five (45) days of the submission of any new or revised policy. If the Chief of Police receives no recommendation opinion from the Commission concerning the proposed policy or revision within the 45-day time frame, the Chief may move forward with implementation.
This requirement shall not apply to Special Orders of the Chief of Police which may be implemented without an recommendation opinion from the Commission.
Notwithstanding the foregoing sentence, the Chief of Police shall not use Special Orders
to circumvent the policy-review provisions set forth herein. If a Special Order has been in existence for more than six (6) months, the Chief of Police shall seek a review and recommendation opinion from the Commission concerning the Special Order; Q. To request a report from the Chief of Police regarding existing police training. To review, advise and provide recommendation opinions to the Chief of Police on any new or revised police training deemed advisable by the Commission. The Chief of Police shall provide a report to the Commission concerning the implementation or non- implementation of any recommendation opinion by the Commission; R. To review and comment upon the Vallejo Police Department’s policy and/or practice of publishing data sets and reports regarding various Vallejo Police Department activities, submit comments concerning those data sets and reports to the Chief of Police and request that the Chief of Police consider said recommendations opinions and provide a written response to the Commission;
S. To prepare and submit an annual report (the “Commission’s Report”) to the Mayor and City Council, with copies to the City Manager and Chief of Police, on Commission activities. Said report shall be submitted for the previous year on or before April 15 of each calendar year. The Commission’s Report shall be made available to the public. The Commission, in its discretion and after consultation with the Assigned Attorney, may also produce a confidential report addressing confidential matters and present the same to the Chief of Police. The City Council shall review and accept any such reports submitted to them by the Commission in either open session or closed session as legally appropriate; T. To make recommendations to the City Council for enacting legislation or regulations that will further the goals and purposes of this Title. To the extent legally permissible, the Commission shall discuss such recommendations in public meetings of the Commission; U. To review and advise upon any of the City Council’s proposed legislation or regulations related to the subject matter jurisdiction of the Commission. Before consideration or introduction of any such proposed legislation, the City Attorney or designee, shall submit such proposed legislation to the Commission for review. Once submitted, the Commission shall have sixty (60) days to submit any recommendations to the City Attorney unless such time is extended by agreement with the City Attorney. If deemed necessary by the City Council, the City Council may direct that the Commission provide recommendations in a shorter time period. The City Attorney shall include the Commission’s recommendations when the legislation is presented to the City Council; V. Solicit and consider input from the public concerning public interactions with the Vallejo Police Department;
W. To refer any matter within the Commission’s subject matter jurisdiction that the Commission in its discretion determines warrants additional investigation or action to the Solano County District Attorney, the California Attorney General or to any other state or federal agency responsible for investigating and/or prosecuting wrongdoing by sworn police officers;
X. In accordance with the City’s record retention policy, and the requirements of City of San Jose v. Superior Court (2017) 2 Cal.5th 608, to retain and maintain all electronic communications to, from and/or copied to any Commissioner on the Commissioner’s personal email, text messages and social media concerning all matters of City business, whether or not within the subject matter jurisdiction of the Commission, and to provide such communications to the City upon request;
Y. The Commission shall have authority to lobby the State Legislature, the Governor, State Departments, Congress and other Federal offices concerning any matter within their subject matter jurisdiction. howeverHowever, they shall make clear in any such communication that their lobbying efforts are on their own behalf, rather than on behalf of the City, unless they have sought and received City Council approval in advance; Z. The Commission shall have subpoena authority for records and other relevant material concerning any matter before them. No subpoena shall issue however, unless 30 days have elapsed since any such records were requested by the Commission and the have not been provided. Any such subpoena may be enforced in the Solano County Superior Court and the City Attorney or their designee shall take the necessary steps to enforce such a subpoena;
AA. All amounts allocated to the Commission for expenditures are at the discretion of the City Council. Before any submission of the Commission’s annual budget to the City Council, the City’s Finance Director shall submit the proposed budget to the Commission for review. The Commission shall submit any recommendations to the Finance Director and to the City Council within 45 days of receipt. If the Commission does not submit its recommendation within the 45-day time period, the City Council may adopt the budget without considering a Commission recommendation;
AB. To the extent permitted by California state law, the Commission shall, upon request, release to the public all disclosable public records within the possession of the Commission;
AC. The Commission may hold public study sessions concerning any matter within its subject matter jurisdiction;
AD. All opinions and recommendationsby the Commission shall be by written resolution adopted by a majority of its voting members. Resolutions or opinions dealing with confidential matters shall remain confidential to the extent required by law.
18.03.060 Obligations of the Chief of Police and Police Personnel A. The Chief of Police and Vallejo Police Department personnel shall cooperate fully with the Commission and the IPA on all matters within the subject matter jurisdiction of the Commission. The Chief of Police shall provide all records requested by the Commission and the IPA related to any matter currently before the Commission and being reviewed by the Commission and/or the IPA. The Chief of Police or their designee shall appear before the Commission upon request of the Commission and give reports and/or answer
questions of the Commission relating to matters within the subject matter jurisdiction of the Commission.
B. The Chief of Police may make a preliminary determination on any disciplinary matter involving a Serious Incident or Bias Incident but, shall not impose any discipline until the Commission makes gives its recommendation opinion on the Independent Investigation and the Chief considers the recommendation opinion.
C. The Chief of Police shall report to the Commission their final determination on any policy violation and any resulting disciplinary matter concerning a Serious Incident or Bias Incident. In the event the Chief of Police does not follow the recommendation opinion of the Commission relating to a policy violation, they shall provide a justification to the Commission in closed session.
D. The Commission may report any failure of the Chief of Police, or any other City employee, to cooperate fully with the Commission to the City Manager. The City Manager, in their discretion, may impose discipline upon the Chief of Police, or other City employee reporting to the City Manager for any willful or unlawful failure to cooperate.
E. The Chief of Police shall submit the investigatory report (whether prepared by the Independent Investigator or the Internal Affairs Division) relating to all complaints involving a Bias Incident by a sworn officer, whether in the performance of their duties or otherwise, to the Commission for review and recommendation opinion for further investigation.
F. The Chief of Police, in their discretion, may request that an Independent Investigator be assigned to investigate any other potential policy violation not referenced in this Title and provide the investigation to the Commission for a recommendation opinion.
G. In the event the Chief of Police declines to follow any recommendation opinion of the Commission on any matter within the subject matter jurisdiction of the Commission, the Chief of Police shall provide a written justification to the City Manager and to the City Council. After reviewing the Chief’s written justification, the City Manager may, in their discretion, direct the Chief of Police to follow the Commission recommendation opinion.
18.03.070 Reports by Chief of Police
A. The Chief of Police shall prepare and present an annual report to the Commission concerning matters of investigation of complaints, Serious Incidents, Bias Incidents, policy review and training. Said report shall be submitted to the Commission, with copies to the City Manager and IPA no later than January 30 of each year. The Commission may use the Chief’s Report in preparing its own annual report as required by section 18.03.050R of this Title.
B. The Chief of Police shall provide a confidential quarterly report to the Commission and to the City Manager on all disciplinary matters. The Commission shall review and
discuss all such reports in either open session or closed session as legally applicable, and, in their sole discretion, give opinions make recommendations to the Chief of Police and the City Manager concerning the matters set forth in such reports.
C. The Chief of Police shall prepare and submit a quarterly report to the Commission and the City Manager on the outcome of all complaints. The Commission shall review and discuss all such reports in either open session or closed session as legally applicable, and, in their sole discretion, give opinions make recommendations to the Chief of Police and the City Manager concerning the matters set forth in such reports.
18.03.080 Access to Confidential Information
A. Subject to applicable law, the Commission shall have access to all Vallejo Police Department files and records and to all files and records of other City offices, departments or agencies that are within the subject matter jurisdiction of the Commission and which are relevant to the performance of the Commission’s duties. Notwithstanding the foregoing, the Commission shall not have access to documents that are protected by the Attorney Client or Attorney Work Product privilege unless authorized by the City Attorney and City Council. Further, in connection with the review of investigatory reports and disciplinary matters the Commission may have limited electronic access as set forth in B below, to records considered to be police personnel records as defined in Penal Code sections 832.8(a)(4) and 832.8(a)(5). In addition, the Commission shall not have access to the entirety of any individual personnel files of sworn employees of the Vallejo Police Department. For purposes of this section, Attorney Client and Attorney Work Product privilege shall apply to information directly related to and prepared for the purposes of litigation including, but not limited to, expert reports, the City’s litigation strategy or legal opinions prepared for the City Council.
B. Confidential documents, files and records shall be made available to Members in electronic format on a secure server and shall be password protected. Each Member shall have a unique password that identifies the accessing Member. Printing of such documents shall be disabled if technologically possible. Members shall be prohibited from printing, photographing or otherwise copying any such records. Printing, photographing or otherwise copying or dissemination of such records in any manner by any Member shall be a violation of section 18.03.090 below and shall subject the Member to the consequences and punishment set forth herein
18.03.090 Confidentiality.
A. All personnel records, investigative reports, confidential documents generated within the City of Vallejo Police Department or within the City, information relating to closed session deliberations of the Commission, and any other privileged matters, shall be kept confidential by Members of the Commission.
B. Any Member found to have willfully disclosed confidential records or information or to have failed to take affirmative steps to prevent the disclosure of confidential records or information shall be removed by the City Council as set forth in section 18.03.020J of
this chapter. If, after investigation as set forth in 18.03.020J it is determined by a preponderance of the evidence, as that term is defined in CALJIC 2.50.2, that a Member disclosed confidential records or information, in addition to being removed from the Commission, the Member shall be subject to an administrative fine of up to $2,500 for violation of this section.
18.03.100 Commission meetings and governance.
A. Initially, tThe Commission shall hold regular meetings on the _______________ofevery month beginning with the first full month after appointment of the Members with the date to be determined by the City Manager. The Commission may schedule and hold any number of Special Meetings. The Commission may modify its meeting schedule by adoption of bylaws as set forth in section 18.03.110 herein.
Provided there is no business for the Commission to conduct at a regular meeting (i.e., there are no items requiring Commission action or discussion on the agenda), the Commission Secretary may cancel a regular meeting as long as such cancellation occurs at least seventy-two (72) hours before the scheduled start of the meeting. The Commission Secretary may also cancel any meeting in the event of an emergency declared by the emergency authority of the city, state or federal government. If there is a need to cancel a meeting for any other reason, the Commission Secretary may only cancel such meeting with the written consent of the Commission chair and vice chair.
Any meeting cancellation must be in writing and must clearly state the reason for the cancellation. The Commission may change this cancellation policy by adopting City Council approved bylaws as set forth in section 18.03.110 herein. All meetings of the Commission shall be subject to the Ralph M. Brown Act and, to the extent possible, be video recorded and publicly broadcast.
B. At the first meeting of the Commission, Members shall select from among themselves a Chair and Vice Chair.
C. The Commission may not continue with any meeting unless a quorum is present. Four (4) Members shall constitute a quorum.
D. All actions of the Commission require a majority vote of Members present.
E. The Commission shall consider all personnel and otherwise confidential matters in closed session to the extent permitted by law.
F. In the event a Member is absent at a Commission Meeting for any reason, an Alternate Member shall be entitled to vote in the Member’s absence. If more than one Member is absent from a Commission Meeting, both Alternate Members shall participate in voting at the meeting and each shall have one vote. If only one Member is absent, the Secretary shall draw lots to determine which Alternate Member will participate in voting.
G. Upon initial appointment of all Members after adoption of this ordinance, Members shall meet at least twice per month for the training prescribed herein until such training is complete. Thereafter, trainings shall be held as needed to update previous training or to train new Members. These initial training meetings may be either regular or special meetings.
18.03.110 Bylaws.
The Commission may recommend the adoption of bylaws governing its operations to the City Council. Any such bylaws shall recognize the subject matter jurisdiction of the Commission as set forth in this Chapter 18.03 and shall not modify or alter said subject matter jurisdiction.
Commission bylaws shall be submitted to the City Council for adoption or amendment before implementation thereof by the Commission.
18.03.120 – General rules and regulations.
The Commission shall comply with the general rules and regulations for all boards, commissions and committees as set forth in Chapter 2.26 of this code unless otherwise modified by this Chapter 18.03 or as provided by ordinance or resolution of the City Council.
Chapter 18.04 Independent Police Auditor
18.04.010 Creation of Office of Independent Police Auditor There is hereby created the office of Independent Police Auditor (IPA). The IPA may be a full-time, part-time or contracted position at the discretion of the City Manager. The City Manager shall appoint this position after seeking advice and input from the Commission.
Notwithstanding anything in this code to the contrary and notwithstanding the amount of any such contract, all contracts for an Independent Police Auditor shall be approved by the City Council. Recognizing the importance of the role of the IPA, the City Council shall, in good faith, review any such contract submitted to it by the City Manager and shall not unreasonably withhold approval.
18.04.020 IPA Qualifications
The IPA shall have the following minimum experience and/or training:
A. Possession of a graduate degree in Criminal Justice, Criminology, Law, a Juris Doctorate or a closely related field from an accredited college or university.
Appropriate relevant experience may substitute for the education requirement; B. Experience in police practices, policy and training; C. Experience and understanding of the Police Officers Bill of Rights and other applicable laws related to sworn employees;
D. Experience in human resources;
E. Other experience in the discretion of the City Manager.
Prior to appointment, the IPA shall submit to a criminal background check as a condition of appointment. The IPA may not be:
1. an individual currently employed by the City or any immediate family member of such a person as defined in section 18.03.020B(3);
2. an individual who is a Consultant, for other purposes than the IPA, retained by the City within the preceding twelve (12) months;
3. a current or former sworn officer with the Vallejo Police Department or any immediate family member of such a person as defined in section 18.03.020B(3);
4. an individual currently employed as a Peace Officer by any other local, state or federal law enforcement agency or who has ever been employed as such or any immediate family member of such a person as defined in section 18.03.020B(3);
5. an attorney or law firm who is representing or has represented a party in any proceedings or matters adverse to the City,
6. an individual who is or was a party to any proceedings or matters adverse to the City or is an immediate family member to any such person within the last five (5) years; or
7. Is is an attorney or law firm who represents or has represented peace officers at arbitration or before a Civil Service Commission or equivalent body involving disciplinary matters;
18.04.030 Duties of the IPA
The IPA shall have the following minimum duties:
A. The IPA shall receive timely notification of Serious Incidents to enable them to report to the scene of Serious Incidents for the purpose of first-hand observation. The IPA and the Chief of Police shall develop necessary protocols for notifying the IPA about the Serious Incident and granting scene access.
B. The IPA may be present during the interviews of witnesses and subjects during any investigation of a Serious Incident or other incidents assigned to an Independent Investigator or Internal Affairs.
C. The IPA shall review all final Investigatory Reports, whether by an Independent Investigator or Internal Affairs, associated with Serious Incidents and may provide an
recommendation opinion concerning the findings thereof to the Commission and/or the Chief of Police relating thereto.
D. The IPA shall review all final Investigatory Reports, whether by an Independent Investigator or Internal Affairs, relating to a Bias Incident and may provide an recommendation opinion concerning the findings thereof to the Commission and/or the Chief of Police relating thereto.
E. The IPA may review all investigatory reports resulting from any investigation by either an Independent Investigator or Internal Affairs as may be referred to the IPA by the Chief of Police or the Commission. The IPA may provide a report with findings and recommendation opinions on any such investigatory report to the Commission, the City Manager, the City Council and the Chief of Police.
F. The IPA shall stay up to date concerning Vallejo Police Department policies and training and shall advise the Commission, the City Manager and the Chief of Police in writing when, in the opinion of the IPA, a change or modification of policy or training is needed. The IPA shall set forth in writing the policy or training that the IPA recommends be added, changed or modified and shall provide an analysis of the reasons they believe the change, modification or addition of policy or training is desirable. If a policy or training does not require a change or modification, the IPA shall so state.
G. The IPA shall assist the Commission in the preparation of its annual report required in section 18.03.050R.
H. The IPA may also prepare reports on the IPA’s other activities for review by the Commission.
I. The IPA shall have subpoena authority for records and other relevant material concerning any matter before them. No subpoena shall be issued, however, unless 30-days have elapsed since any such records were requested by the IPA and they have not been provided. Any such subpoena may be enforced in the Solano County Superior Court and the City Attorney or their designee shall take the necessary steps to enforce such a subpoena.
SECTION TWO
If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of the Ordinance. The City Council hereby declares that it would have passed the Ordinance and each section, subsection, sentence, clause, and phrase thereof, irrespective of the fact than any one or more sections, subsections, sentences, clauses, or phrases be declared invalid or unconstitutional.
SECTION THREE
This Ordinance shall be effective 30 days after passage and adoption but shall not be implemented until completion of any meet and confer process with any affected bargaining unit including, but not limited to the Vallejo Police Officers Association. It is not the intent of this provision to limit the bargaining power of any bargaining unit including the ability to propose amendments to this ordinance.
First read at a regular meeting of the City Council of the City of Vallejo on December 12, 2022 and finally passed and adopted at a regular meeting thereof held on December 20, 2022 by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
______________________________________
ROBERT MCCONNELL, MAYOR
ATTEST:
______________________________________
DAWN G. ABRAHAMSON, CITY CLERK
CITY ATTORNEY’S REPORT
November 12, 2024 – City Council Agenda
TO: Mayor and Members of the City Council
FROM: Veronica A. F. Nebb / VN
SUBJECT: Quarterly Report for FY 2024/2025, First Quarter (July - September 2024)
The following list of projects, work , and statistics represents an overview of the work performed at the City Attorney’s Office during the first quarter of Fiscal Year 2024/2025. Some projects and items have been omitted due to their sensitive nature. If Counci lmembers or officials have any questions, please feel free to contact the City Attorney privately, as many of the below items are attorney-client privileged and, therefore, not appropriate for public discussion.
I. Litigation:
a. Number of Pitchess Motions served on the City this FY Quarter: 4 b. Number of Pitchess Motions served on the City this FY: 4 c. Summons & Complaints (New cases this FY Quarter): 10 (see below)
File Name Case # Served Date
City’s Counsel
Amezcua v. City of Vallejo CU24-05979 08/15/2024
Kristoffer Jacob, ACA
Elite Public Schools, et al. v. City of Vallejo, et al. CU24-05846 08/07/2024
Veronica A.F. Nebb, CA
Estate of Mefferd v. City of Vallejo, et al. (CJPRMA) CU23-00311 08/07/2024
Katelyn Knight, ACA
Hernandez v. City of Vallejo, et al. CU24-05916 08/08/2024
Kristoffer Jacob, ACA
J.C., et al. v. City of Vallejo 2:24-cv-01879 07/10/2024
Kristoffer Jacob, ACA
LeFevre v. City of Vallejo, et al. CU24-04117 07/18/2024
Katelyn Knight, ACA
Milani v. City of Vallejo, et al. CU24-05807 08/27/2024
Angad Gangapuram, ACA
Rush et al. v. City of Vallejo, et al. 2:24-cv-01828-TLN-CSK 09/16/2024
Kristoffer Jacob, ACA
Scrivner v. Solano County, et al. CU24-00316 08/12/2024
Katelyn Knight, ACA
Valentine v. City of Vallejo, et al. CU24-04425 07/22/2024
Kristoffer Jacob, ACA
Mayor and Members of the City Council
Re: City Attorney’s First Quarterly Report for FY 2024/2025 November 12, 2024 - City Council Agenda
d. Case Resolutions this FY Quarter: 4 (see below)
File Name Case # Resolved
City’s Counsel
Daniels v. City of Vallejo CU23-05085 09/30/2024
Katelyn Knight, ACA
Ortiz et al. v. Plunkett, et al. (PRISM) FCS055898 08/22/2024
Katelyn Knight, ACA
Scrivner v. Solano County, et al.
CU24-00316 09/04/2024
Katelyn Knight, ACA
Walt Oxley Enterprises, Inc. v. Cannon
Constructors North, Inc., et al. CU24-04072 07/09/2024
Katelyn Knight, ACA
e.
Summons & Complaints (New) Q1 – FY 24/25:
10 Summons & Complaints FY 24/25 to date 10
f. Total Active Litigation Cases as of FY end: 54 (Lit – 43 and NLP – 11)
II. Funds Recovered from Third Parties Q1 – FY 24/25: $35,000.00 (see details below)
Funds Recovered from Third Parties FY 24/25
to date:
$35,000.00