Agenda packet — Vallejo City Council, December 10, 2024 (part 5 of 6)

WFB1024c Page 21 of 45

21.8 Notices. All legal notices required or permitted under the Agreement (other than those involving normal operational matters relating to processing Card transactions) will be in writing to you at your address in the Application or via electronic communications as described in Section 21.16, including to the e-mail address you have provided on the Application. Notices and communications to us should be sent as follows:

If to Processor, send to: Wells Fargo Merchant Services, LLC P.O. Box 6079
Concord, CA 94524 Attn:

Merchant Services
w
ith a copy to: Wells Fargo Merchant Services, LLC
3975 N.W. 120th Avenue Coral
Springs, FL 33065
Attn: General Counsel's Office
I
f to Bank, send to: Wells Fargo Bank, N.A.

P.O. Box 6079
Concord, CA 94524 Attn:

Merchant Services

Page 190 ends

WFB1024c Page 22 of 45

21.9 Notices will be deemed to have been given: (a) when sent by mail or courier, the earlier of five days after mailing or when actually received, or, in the case of courier, when delivered; or (b) when sent by facsimile machine, when the confirmation copy is actually received, or (c) when sent by email to the email address on the Application, on the date of transmission if sent at or prior to 5:00 p.m. Eastern Time on a Business Day, or if sent after that time or on a non - Business Day, the next Business Day after transmission.

N
otice given in any other manner will be effective when actually received. Notices sent to your last known address or e- mail address in our records will constitute effective notice to you under the Agreement.

In addition to the notices above: all bankruptcy or collection related notices must be sent to the following address:

Wells Fargo Merchant Services Dept. 3975
N.W. 120th Avenue
Coral Springs, FL 33065
Attn: Bankruptcy, and Collection Notifications
All notices must include the related merchant name and merchant number. Failure to provide notice to this address or include the required merchant information will be deemed ineffective.

21.10 Headings. The headings contained in the Agreement are for reference only and do not affect the meaning of any provision of the Agreement.

21.11 Severability. The parties intend every provision of the Agreement to be severable. If any part of the Agreement is deemed not enforceable, the remaining provisions will remain valid and enforceable.

21.12 Entire Agreement; Waiver. The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any previous agreements and understandings. A party’s waiver of a breach of any term or condition of the Agreement will not be deemed a waiver of any subsequent breach of the same or another term or condition

21.13 Amendment. We may modify the Agreement from time to time without advance notice to you. You may choose not to accept the modification by terminating the Agreement in accordance with Section 14.4. This Section 21.12 does not apply to: fee changes (which are governed by Section 6), or any separately negotiated amendments to the Agreement.

21.14 Third-Party Beneficiaries. Our respective Affiliates, and any persons we use in providing the Services, are third party beneficiaries of the Agreement and each of them may enforce its provisions. Except as specifically noted, nothing in the Agreement confers upon any person or Entity other than the parties any rights or remedies, and the parties do not intend for any persons to be third-party beneficiaries of the Agreement.

21.15 C ard Organization Rules . The parties acknowledge that the Card Organization Rules give each network certain rights to require termination or modification of the Agreement with respect to transactions involving their Cards and systems and to investigate you. The parties also acknowledge that Issuers of other Cards, for which we perform Services on your behalf, may have similar rights under their applicable Card Organization Rules with respect to the Agreement’s applicability to transactions involving such other Cards.

21.16 Publicity. You may not use the logo, name, trademark, or service mark of Processor or Bank in any manner, including in any advertisements, displays, or press releases without the prior written consent of Processor and Bank, respectively.

21.17 Electronic Communications and E-Sign Consent Agreement. (a) Execution. To facilitate execution, the documents that comprise the Agreement may be executed by a Party in the form of an “Electronic Record” (as such term is defined in the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“ESIGN Act”)). This Agreement may be executed in as many counterparts as may be required to reflect all Parties’ assent, and all counterparts will collectively constitute a single agreement. An “Electronic Signature” (as defined in the ESIGN Act) that can be authenticated will constitute an original and binding signature of a Party. The fact that a document is in the form of an Electronic Record or is signed using an Electronic Signature will not, in and of itself, be grounds for invalidating such document.

Page 191 ends

WFB1024c Page 23 of 45
By signing the Confirmation Page, you consent that:
• We can send you disclosures and other information about your legal rights and duties electronically. • Your electronic signature (via "click-through" or other method) has the same effect as if you signed in ink. • We can send all communications, billing statements, amendments, notices, documents, disclosures, or other information regarding the Services (together, Disclosures) to you electronically (a) to the last known email address you provide, which will be the email address identified on the Application, unless you subsequently notify us that you have a new e-mail address; (b) by access to a website designated in an email notice we send to you; or (c) by a
ccess to a website that we will generally designate in advance. • You can print a copy of the Disclosure or download the information for your records. • This consent applies to all future Disclosures sent to you in connection with the Services, the Agreement, or your use the Services as defined in the Agreement.
(b) Legal Effect. You agree that electronic Disclosures have the same meaning and effect as if we provided paper Disclosures to you. When we send you an email or other electronic notification alerting you that the Disclosure is available and makes it available online, that will have the same meaning as if we provided a paper Disclosure to you, whether or not you choose to view or print or download the Disclosure.

21. 18 IRS Reporting. Pursuant to Section 6050W of the Internal Revenue Code, merchant acquiring entities and third- party settlement organizations are required to file an information return with the IRS for each calendar year, reporting all payment Card transactions and third-party network transactions with merchants occurring in that calendar year. Accordingly, you will receive a Form 1099K reporting your Gross transaction amounts for each calendar year.

In addition, amounts reportable under Section 6050W are subject to backup withholding requirements. We are required to perform backup withholding by deducting and withholding income tax from reportable transactions if (a) you fail to provide us with your taxpayer identification number (TIN); or (b) the IRS notifies us that the TIN, when matched with the name you provided, is incorrect. To avoid backup withholding from your daily merchant funding amount, you must provide us with a W-9 showing the correct name and matching TIN that you use when filing the tax return that includes the transactions for your business. Communications will be sent to inform you of an incorrect TIN and name combination. Failure to respond with a W-9 to our solicitation for accurate TIN and name may result in suspension of Services.

Page 192 ends

WFB1024c Page 24 of 45
Index of Schedules and Appendices
Appendix 1
S
chedules
Glossary
De
bit Card Services EBT
Services
Equipment Purchase Services
Global ePricing Services
TransArmor Services Wireless
Services

Page 193 ends

WFB1024c Page 25 of 45
Glossary
Address Verification (AVS): A service through which the merchant verifies the Cardholder’s address, in whole or in part. Primarily used by mail, phone, and internet order merchants. Address Verification is intended to deter fraudulent transactions, however, an AVS match does not guarantee that a transaction is valid. An AVS request should generally be submitted with an Authorization request. The AVS response, if available, will not impact whether any associated Authorization request is approved or denied. You may be charged an AVS fee for any AVS request you submit even if we are not able to provide a response to the request.

Affiliate: Bank and non-Bank affiliates controlled or owned by Wells Fargo Bank, N.A. or Wells Fargo & Company. Application (or Merchant Processing Application): The Application executed by you, which is part of the Agreement. Acquirer: A member that signs a merchant and directly or indirectly enters a transaction into interchange.

Attachments: The addenda, exhibits, appendices, schedules and other documents, including revisions, which may be incorporated into and made part of the Agreement at any time.

Authorization: Approval by, or on behalf of, the Card Issuer to validate a transaction. An authorization indicates only the availability of the Cardholder’s Credit Limit or funds at the time the Authorization is requested.

Authorization Approval Code: A number issued to a participating merchant by the Authorization Center that confirms the authorization for a sale or service.

Authorization and Capture: The communication of instructions sent from your POS device, or other systems, to our computer systems, whether for Authorization requests or any other capture of information.

Authorization Center: A department that electronically communicates a merchant’s request for a Credit Card transaction Authorization to the Cardholder’s bank and transmits the Authorization to the merchant electronically or by voice.

Bank: Wells Fargo Bank, N.A., for Mastercard, Visa and certain debit transactions.

Bankruptcy Code: Title 11 of the United States Code, as amended from time to time.

Batch: A group of transactions (sales and credits) sent as a single Submission to us for settlement. A Batch usually represents a day’s worth of transactions.

Business Day: Monday through Friday, excluding banking holidays.

Buyer Initiated Payment (BIP): A payment that occurs when a cardholding business approves one or more invoices and submits an electronic payment instruction causing funds to be deposited directly into their supplier’s merchant account.

Card: A Credit Card and/or a Debit Card.

Cardholder: The person whose name is on a Card and any authorized user of that Card, including the person who has entered into an agreement establishing a Card account with an Issuer. The words “Card Member” refer to Cardholder.

Card-Not-Present Sale/Transaction: A transaction that occurs when the Card is not present at the point of sale, including internet, mail-order, and phone-order Card sales.

Card Organization: Any Entity formed to administer and promote Cards, such as Mastercard Worldwide (Mastercard), Visa USA, Inc. (Visa), DFS Services LLC (Discover), American Express Company, Inc. (American Express), WEX/Voyager, and any applicable debit networks.

Card Organization Rules: The rules, regulations, standards, releases, interpretations, and other requirements (whether contractual or otherwise) imposed or adopted by any Card Organization and related authorities, including those of the PCI Security Standards Council, LLC and the National Automated Clearing House Association (including, with respect to EBTs, the Quest Operating Rule s).

Page 194 ends

WFB1024c Page 26 of 45
Card Organization Fines: All fines, fees, penalties, assessments, excessive Chargeback fees, or other obligations of any kind imposed on us by a Card Organization or a regulator, as a result of payment acceptance actions or inactions by you, your Merchant Provider or agents, or a third party acting on your behalf.

Card Verification Code: A three-digit number printed in the signature panel of most Cards and a four-digit number printed in the front of an American Express Card. Visa’s Card Verification Code is known as CVV2; Mastercard’s Card Verification Code is known as CVC2; Discover and American Express Card Verification Codes are known as a Card Identification Data (CID). Card Verification Codes are used to deter fraudulent use of an account number in a non- face-to-face environment (e.g., mail, phone, internet orders).

Card Verification Value (CVV) / Card Validation Code (CVC)/ Card Identification Data (CID): Unique data encoded on the Magnetic Stripe of a Card used to validate Card information during the Authorization process.

Cardholder Verification Method (CVM): A method used to confirm the identity of a Cardholder and to signify Cardholder acceptance of a transaction, such as a signature, Offline PIN, and Online PIN.

Cash Benefits: An Electronic Benefits Transfer (EBT) account maintained by an Issuer that represents pre-funded or day- of-draw benefits, or both, administered by one or more government entities, for which the Issuer has agreed to provide access under the EBT program. Multiple benefits may be combined in a single cash benefit account.

Cash Over Transaction: Dispensing of cash by a merchant in connection with a Card sale, other than a PIN Debit Card transaction, for the purchase of goods or services.

Change of Control: The consummation by any Entity of a transaction, or series of related transactions, in which one or more of the following occurs: (a) any person becomes the beneficial owner, directly or indirectly, of 25% or more of the Entity's then outstanding common stock or then outstanding voting securities entitled to vote generally in the election of directors (or comparable governing body if such Entity is not a corporation); (b) the sale, lease, exchange, or other disposition of 25% or more of all of the Entity's consolidated assets; or (c) consummation, or approval by the equity holders or members of the Entity, of a complete liquidation or dissolution or a plan of complete liquidation or dissolution of the Entity.

Charge or Charges: The total price, including taxes and gratuities, for the purchase of goods or services at a merchant for which a Cardholder has signed a Sales Draft or otherwise indicated intent to pay with a Card.

Chargeback: A Card transaction (or disputed portion) that is returned to us by the Issuer. You are responsible for payment to us for all Chargebacks. The definition of Chargeback also includes Exception Chargeback, which means a communication, either incoming or outgoing, regarding a disputed transaction, including communications regarding pre - arbitration, pre-compliance, compliance, and arbitration, and related communications or processes as may be further described in the Rules.

Check W
arranty: A service provided through a merchant's Point-of-Sale (POS) Terminal which guarantees payment up to a defined limit, provided you follow proper steps in accepting the check.

Check Verification: A service provided in which you access a national negative file database through your terminal/register to verify or authorize that a person has no outstanding bad check complaints with any of the member merchants. This not a guarantee of payment to you.

Chip: An integrated microchip embedded on a Card containing Cardholder and account information.

Chip Card: A Card with an embedded EMV®-compliant Chip containing memory and interactive capabilities used to identify and store additional data about a Cardholder, an Account, or both.

Claim: Any claim (including initial claims, counterclaims, cross -claims, and third-party claims), dispute, or controversy between you and us arising from or relating to the Agreement, prior Card acceptance agreements, or the relationship resulting from them. The claim can be based in contract, tort (including negligence, strict liability, fraud, or otherwise), statutes, regulations, or any other theory, including any question relating to the existence, validity, performance, construction, interpretation, enforcement, or termination of the Agreement, prior Card acceptance agreements, or the relationship resulting from them.

Confirmation Page: The page that you will physically or electronically sign, binding you to the terms of the Agreement.

Contactless Payment: Payment performed in a Card-Present Environment with a Contactless card or Payment Device (e.g., mobile phone) at the Point-of-Transaction.

Page 195 ends

WFB1024c Page 27 of 45
Credit Card: A device bearing a valid Organization Mark of Visa, Mastercard, Discover, or American Express and authorizing the Cardholder to buy goods or services on credit. Also, to the extent the schedules provide, a valid device authorizing the Cardholder to buy goods or services on Credit and issued by any other Card Organizations specified on the schedules.

Credit Draft: A document evidencing the return of merchandise by a Cardholder to you, or other refund or price adjustment made by you to the Cardholder, whether electronic, paper, or some other form, all of which must conform to Card Organization Rules and applicable law.

Credit Limit: The credit line set by the Issuer for the Cardholder's Credit Card account.

Customer: The party identified as “Customer” on the Application. “Subscriber,” “you,” “your,” “Client,” and “Merchant” refer to Customer.

Customer Activated Terminal (CAT): A Magnetic Stripe terminal or Chip-reading device (such as an automatic dispensing machine, Limited Amount Terminal, or Self-Service) that is not an ATM.

Day: A calendar day, unless otherwise specified.

Debit Card: A PIN Debit Card or a Non-PIN Debit Card.

Dial-Up Terminal: An Authorization device which dials an Authorization Center for validation of transactions.

Discount Rate: A percentage rate charged to merchants for processing Card transactions.

Effective Date: The later of the date that (a) our credit department approves the Agreement or (b) you fully execute the Confirmation Page.

Electronic Benefits Transfer (EBT): A system used to deliver certain government -delivered benefits, including Cash Benefits and Food and Nutrition Service (FNS) Benefits, to program participants in the Supplemental Nutrition Assistance Program (SNAP), and Women Infants & Children (WIC) Nutrition Program.

Electronic Draft Capture (EDC): A process that allows a merchant's Dial-Up Terminal to receive Authorization and Capture transactions, and electronically transmit them to the Processor. This eliminates the need to submit paper for processing.

EMV: The global standard for Chip-based payments.

EMV Upgrade Costs: The costs you agree to incur to upgrade payment acceptance and processing hardware and software to enable you to accept and process EMV-enabled Cards compliant with the PCI DSS.

Entity: A corporation, partnership, sole proprietorship, trust, association, or any other legally recognized entity or organization.

Exception Chargeback: S ee Chargeback.

Factoring: The submission of Authorization requests and/or Sales Drafts by a merchant for Card sales or cash advances transacted by another business. Factoring is prohibited.

Fraud Full Recourse: One of American Express's Chargeback programs.

Gross: When referred to in connection with transaction amounts or fees, is to the total amount of Card sales, without setoff for any refunds or credits.

Imprinter: A manual or electric machine used to physically imprint the merchant's name and ID number, as well as the Cardholder's name and Card number on Sales Drafts.

Interchange: Fees set by the Card Organizations based on a series of Interchange levels that they establish and modify from time to time that we must pay to Issuer or that are otherwise charged to us by the Card Organizations under the Card Organization Rules and that we pass through to you for processing your transaction.

Issuer: The financial institution or Card Organization (or other Entity authorized by a Card Organization) which has issued a Card to a person.

Limited Amount Terminal: A Customer-Activated Terminal that has data capture-only capability and accepts payment for items such as parking garage fees, road tolls, motion picture theater entrance, or Magnetic Stripe telephones.

Magnetic Stripe: A stripe of magnetic information on the back of a plastic Credit or Debit Card. The Magnetic Stripe contains essential Cardholder and account information.

Page 196 ends

WFB1024c Page 28 of 45
Marks: Names, logos, emblems, brands, service marks, trademarks, trade names, tag lines, or other proprietary designations.

Media: The documentation of monetary transactions (e.g., Sales Drafts, Credit Drafts, computer printouts, etc.).

Merchant Identification Card: A plastic embossed card supplied to each merchant to be used for imprinting information to be submitted with each batch of paper Sales Drafts. Embossed data includes Merchant Identification Number, name, and sometimes merchant ID code and terminal number.

Merchant Identification Number (MID): A number that numerically identifies each merchant location, outlet, or line of business to the Processor for accounting and billing purposes.

Merchant Provider: Any person or Entity engaged by you to provide services to you regarding: (a) access to Cardholder information, Transaction Data, or information related to either Cardholder information or Transaction Data or (b) PIN encryption, includin g, Encryption Service Organizations (ESOs).

Non-Bank Services: Constitutes an agreement solely between you and Processor and/or third parties, which includes, products and/or Services for which Bank is not responsible, or a party to. These include PIN Debit Card, Electronic Benefits Transfer Transactions, and Transactions involving Cards from other Non-Bank Card Organizations, such as Discover, American Express, Leasing, TransArmor, Wireless, and other items as may be indicated in the Agreement.

Non-PIN Debit Card: A device with a Visa, Mastercard, or Discover Mark that is tied to a Cardholder's bank account, or a prepaid account and which is processed without the use of a PIN.

PAN (Primary Account Number) Truncation: A procedure by which a Cardholder’s copy of a Sales Draft or Credit Draft, or as required by applicable law, the Sales Draft or Credit Draft that you retain.

PIN: A Personal Identification Number entered by the Cardholder to submit a PIN Debit Card transaction.

PIN Debit Banks: The bank(s) identified on the Application signed by you that is/are sponsoring or acquiring banks for certain PIN Debit networks.

PIN Debit Card: A card bearing the Marks of ATM networks (such as NYCE, Star) used at a merchant location by means of a Cardholder-entered PIN in the merchant PIN Pad.

PINless Transaction: A PIN Debit transaction using a Debit Card that does not require the Cardholder to enter a PIN.

Point-of-Sale (POS) Terminal: A device placed in a merchant location which is connected to the Processor’s system via phone lines to electronically authorize, record, and transmit settlement data for all sales transactions with Processor.

Processor: Wells Fargo Merchant Services, LLC.

Recurring Payment Indicator: A value used to identify transactions which a Cardholder gives permission to the merchant to bill their account at either a predetermined interval or as agreed by the Cardholder for recurring goods or services.

Referral: A message received from an Issuer when an attempt for Authorization requires a call to the Voice Authorization Center or Voice Response Unit (VRU).

Reserve: Monies we hold in order to secure or fund your obligations with us.

Reserve Account: An account established and funded at our request, pursuant to Section 14 of these Terms and Conditions.

Resubmission: A transaction that the merchant originally processed as a Store and Forward transaction but received a soft denial from the debit network or Card Organization. The Resubmission transaction allows the merchant to try to obtain an approval for the soft denial. You assume the risk that the transaction fails.

Retrieval Request/Transaction Documentation Request: A request for documentation related to a Card transaction such as a copy of a Sales Draft or other transaction source documents.

Rules: The rules, regulations, standards, releases, interpretations, and other requirements (whether contractual or otherwise) imposed or adopted by any Card Organization and related authorities, including the Payment Card Industry (PCI) Security Standards Council, LLC and the National Automated Clearing House Association (including, with respect to EBTs, the Quest operating rules).

Page 197 ends

WFB1024c Page 29 of 45
Sales/Credit Summary: The form used by a paper Submission merchant to indicate a Batch of Sales Drafts and Credit Drafts (usually one day's work). Not a Batch header, which is used by electronic merchants.

Sales Draft: Evidence of a purchase, rental, or lease of goods or Services by a Cardholder from, and other payments to, you using a Card. This includes preauthorized orders and recurring transactions (unless the context requires otherwise).

Whether in paper, electronic, or other form, it must conform to Card Organization Rules and applicable law.

Self Service Terminals: A Customer-Activated Terminal that accepts payment of goods or services such as prepaid cards or video rentals, has electronic capability, and does not accept PINs.

Servicers: Bank and Processor, together. The words "we," "us" and "our" refer to Servicers, unless otherwise indicated in the Agreement.

Services: The activities undertaken by Processor and/or Bank to authorize, process, and settle all United States Dollar denominated transactions undertaken by Cardholders at your location(s) in the United States, and all other activities needed for Processor and Bank to perform the functions required by the Agreement for all other Cards covered by the Agreement. “Services” includes any ancillary products or services provided to you by Processor and/or Bank in connection with the Agreement to the extent such products or services are not provided to you pursuant to a separate agreement with Processor and/or Bank.

Settlement Account: An account or accounts(s), unless otherwise agreed upon by the parties, at Bank or one of its Affiliates, designated as the account to be debited and credited by Processor or Bank for Card transactions, fees, Chargebacks, and other amounts due under the Agreement or in connection with the Agreement.

Signature Debit: A transaction using a Debit Card that requires the Cardholder to provide a signature rather than a PIN.

Split Dial: A process that allows the Authorization terminal to dial directly to different Card Processors (e.g., American Express) for Authorization. In this instance, the merchant cannot be both EDC and Split Dial. Split Dial is also used for Check Guarantee companies.

Split Dial/Capture: Process that allows the Authorization terminal to dial directly to different Card processors (e.g., American Express) for Authorization and Electronic Draft Capture.

Store and Forward: A transaction authorized by a merchant when the merchant cannot obtain an Authorization while the customer is present, typically due to a communications failure. The merchant will store the transaction electronically in their host s ystem and retransmit the transaction when communications have been restored.

Submission: The process of sending Batch deposits to Processor for processing. This may be done electronically or by mail.

Summary Adjustment: An adjustment to your Submission and/or Settlement Accounts to correct errors.

Terms and Conditions: The Merchant Services Terms and Conditions executed by you, as amended from time to time, and is part of the Agreement.

Telecommunication C ard Sales: Individual local, or long distance telephone calls, for which the telephone service provider is paid directly by use of a Card. These do not include calls paid for with pre -paid telephone service cards.

Telecommunication Card Sales are considered Card Not Present Sales.

Transaction Fees: Service costs charged to a merchant on a per transaction basis.

Page 198 ends

WFB1024c Page 30 of 45
Debit Services Schedule
This Schedule adds the Debit Services to your Wells Fargo Merchant Services Agreement with us. The terms of the Agreement and this Schedule apply to these Debit Services. If anything in this Schedule conflicts with the Agreement, this Schedule will control.

These Debit Services are a Service under the Agreement and are provided by Processor and not by Bank, except as stated below.

Capitalized words or phrases not defined in this Schedule use the definitions given to them in the Agreement. The parties agree to the following:

1. Services

1.1 Bank's obligations relating to the Services are limited to the sponsorship and settlement of Debit Card transactions the Customer submits in compliance with the Agreement, this Schedule, and Card Organization Rules.

1.2 Bank may be substituted for another debit network member bank. Processor will give Customer notice of the substitution. Any new Bank will be responsible for all obligations required of the former Bank.

1.3 Customer acknowledges that all parties involved in processing adjustments and Chargebacks to Debit Card transactions are regulated by timeframes specified in the Card Organization Rules, the Electronic Funds Transfer Act, Regulation E, and other applicable laws. Customer must reconcile Debit Card transactions at each of Customer's locations within one Business Day of the original Debit Card transaction. If Customer discovers an error involving any Debit Card transaction processed by Processor, Customer must promptly initiate the appropriate adjustment transaction to correct the error, or Customer may be subject to additional fees, fines, or other action.

1.4 The debit network used for a Debit Card transaction will depend on various factors. These include debit network availability at the time of the transaction, whether a Debit Card is enabled for a particular debit network, and other legal requirements relating to routing. We may use any debit network available to us for a given Debit Card transaction.

1.5 Only equipment approved by Processor can be used with the Services. Equipment for the Services is provided under a separate Equipment Purchase Schedule.

1.6 Your use of the Debit Services confirms your receipt of, and agreement to be bound by, the terms and conditions of this Debit Services Schedule.

2. Settlement and Fees

2.1 Settlement of Customer's Debit Card transactions will occur on a net settlement basis and as described in the Terms and Conditions.

2.2 Customer will pay the fees for the Debit Services in the Pricing Terms Schedule. If you did not select the Debit Services on your initial Application, your Pricing Terms Schedule may be amended to add any applicable Debit Services fees.

Page 199 ends

WFB1024c Page 31 of 45
Electronic Benefits Transfer Services Schedule
Electronic Benefits Transfer (EBT) Services are a Non-Bank Service. This Schedule adds EBT Services to your Wells Fargo Merchant Services Agreement with us. The terms of the Agreement and this Schedule apply to these EBT Services. If anything in this Schedule conflicts with the Agreement, this Schedule will control. These EBT Services are a Service under the Agreement and are provided by Processor and not by Bank. Bank is not a party to this Schedule and is not liable to Customer in connection with the Services or this Schedule.

Capitalized words or phrases not defined in this Schedule use the definitions given to them in the Agreement. The parties agree to the following:

1. Description of EBT Services

1.1 Processor will provide Customer with electronic interfaces with EBT networks for the processing, settlement, and switching of EBT transactions initiated through state-issued EBT Cards at Customer's POS Terminal.

1.2 Customer will use the EBT Services when providing: (a) the United States Department of Agriculture, Food and Nutrition Service (FNS) Supplemental Nutrition Assistance Program (SNAP) Benefits (i.e., Food Stamp Benefits) operated under the authority of the Food Stamp Act of 1964; (b) Women, Infants and Child Benefits ( WIC Benefits); and (c) other government-delivered Cash Benefits to EBT benefit recipients (together, the EBT Programs).

1.3 Your use of the EBT Services confirms your receipt of, and agreement to be bound by, the terms and conditions of this EBT Services Schedule.

2. EBT Rules and Compliance

2.1 While using the EBT Services, Customer will comply with the following:
(a) All procedures Processor periodically establishes and provides regarding acceptance of EBT Cards and the provision of the EBT Programs to its recipients;
(b) The Quest Rules issued by the National Automated Clearing House Association, as approved by the Financial Management Service of the U.S. Treasury Department (including any Rules that amend or replace the Quest Rules); and
(c) All other laws, Rules, regulations, and procedures applicable to the acceptance of EBT Cards and the provision of the EBT Programs. This includes laws pertaining to:
(1) d elivery of the EBT Programs to EBT benefit recipients; (2) EBT benefit recipient confidentiality;
(3) the federal Civil Rights Act of 1964;
(4) Rehabilitation Act of 1973;
(5) Americans with Disabilities Act of 1990;
(6) Clean Air Act;
(7) Clean Water Act, Energy Policy, and Conservation Act; (8) Immigration Reform and Control Act of 1986;
(9) regulations issued by the Department of Agriculture pertaining to Food Stamp Programs; and (10) any additional procedures specified by each state regarding lost EBT Cards, forgotten PINs, discrepancies in authorized benefits, or providing information to EBT recipients about the EBT Programs (for example, telephone numbers and addresses of the state or other appropriate agencies that issue and manage the EBT Programs) (collectively, Sections 2.1(a) – (c) are the EBT Rules).

2.2 Customer will authorize Processor to initiate and receive settlement for EBT Card transactions on Customer's behalf in accordance with the EBT Rules provided in Section 2.1.

Page 200 ends

WFB1024c Page 32 of 45

2.3 Customer will comply with EBT Rules in accepting EBT Cards and providing the EBT Programs to EBT benefit recipients.

This includes providing the EBT Programs during normal business hours, in a manner consistent with normal business practices and using equipment to provide those Services (including POS terminals, PIN pads, and printers) that meet EBT standards (Authorized Terminal).

2.4 Customer will provide the EBT Programs to EBT benefit recipients only in the amount authorized through Customer's Authorized Terminal. An EBT benefit recipient must present an EBT Card and enter a valid PIN. You will provide a receipt from the Authorized Terminal for each EBT transaction you submit.

2.5 If the Authorized Terminal does not print or confirm the requested EBT Programs transaction to be approved and validated as legitimate, you will comply with the procedures in the EBT Rules for Authorization of the EBT Programs.

2.6 Customer is solely responsible for the provision of the EBT Programs that do not receive timely Authorizations from the applicable EBT Programs provider.

2.7 Customer will not resubmit any EBT Card transaction except as specifically permitted by the EBT Rules and procedures.

2.8 Customer will not accept any EBT Card for any purpose other than providing the EBT Programs.

2.9 If any transactions are submitted in violation of the EBT Rules and Customer or EBT benefit recipient unlawfully receive EBT Programs, Customer will be obligated to reimburse the particular state or us.

2.10 Customer will not dispense cash for Food Stamp Benefits.

2.11 By accepting EBT Cards to provide the EBT Programs to EBT benefit recipients, Customer agrees to accept EBT Cards for the EBT Programs from all states.

3. Acceptance of Cash Benefits

3.1 Customer agrees to issue Cash Benefits and provide cash back or cash only transactions.

3.2 Customer will maintain adequate cash on hand to issue confirmed Cash Benefits. Customer will issue Cash Benefits to EBT benefit recipients in the same manner and to the same extent as Customer issues cash for all other customers.

3.3 Customer will not require EBT benefit recipients to buy goods or services as a condition to receiving Cash Benefits unless this condition applies to non-EBT benefit recipients.

3.4 C ustomer will not designate special checkout lanes for EBT benefit recipients unless Customer also designates those same special checkout lanes for debit or Credit Cards and/or other payment methods.

4. Manual EBT Vouchers

4.1 Customer will manually accept EBT Cards when Customer's Authorized Terminal is not working or the EBT system is not available. Customer will not impose any additional cost to EBT benefit recipients for manually accepting EBT Cards.

Customer will only submit manually accepted EBT Cards as specifically provided in the EBT Rules and in accordance with this Schedule.

4.2 Customer will request and receive a telephone and/or voice Authorization number for the full amount of the attempted purchase from the applicable EBT Programs provider while the EBT benefit recipient is physically present to sign the manual EBT voucher. Customer will not provide the EBT Programs to any EBT benefit recipient that does not remain physically present to sign the manual EBT voucher.

4.3 Customer will manually provide the EBT Programs only in the amount authorized by the applicable EBT Programs provider.

4.4 If, due to EBT host failure, EBT benefit availability for a particular EBT benefit recipient cannot be determined at the time Customer requests a voice Authorization, the maximum authorized manual transaction and benefit will be $40.00 or the state-specific floor limit stated in the most current version of the EBT Rules.

Page 201 ends

WFB1024c Page 33 of 45

4.5 Customer will enter the following properly and legibly on the manual EBT voucher: (a) the name of the EBT benefit recipient; (b) the name of the sales clerk; and (c) all purchase information, including the Authorization number.

4.6 Customer will obtain the signature of the EBT benefit recipient on the manual EBT voucher.

4.7 Customer will provide a copy of the manual EBT voucher to the EBT benefit recipient at the time of the sale and will keep one copy for Customer's records.

4.8 Customer will clear all manual EBT voucher sales on Customer’s Authorized Terminal within 10 Business Days after the date of the applicable voice Authorization. If Customer fails to do so, the manual EBT voucher will expire, and you will not be reimbursed for that voucher.

4.9 Customer will not receive payment of any manual EBT voucher until Customer clears that manual EBT voucher through Customer's Authorized Terminal.

4.10 Customer will not mail manual EBT vouchers and will only clear manual EBT vouchers through your Authorized Terminal.

4.11 Customer will not "re-submit" any manual EBT voucher for the same transaction that Customer has not received an Authorization number for.

4.12 Customer will not be reimbursed (unless as otherwise provided in the EBT Rules) and will be solely responsible for all manual EBT vouchers that Customer does not obtain the applicable EBT Programs provider’s Authorization number, or otherwise fails to process in accordance with this Schedule.

5. Required Licenses and Warranties

5.1 Customer will secure and maintain at its own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect the issuance and distribution of EBT Cards, and otherwise operate the EBT Programs, including any franchise tax certificate and non-governmental contractor's certificate.

5.2 Customer will not accept EBT Cards or provide the EBT Programs at any time during which Customer does not comply with the requirements of any EBT Rules.

5.3 Customer warrants and represents to Processor that Customer: is an FNS-authorized merchant, is not currently disqualified or withdrawn from redeeming the EBT Programs coupons or vouchers and has not ever been disqualified or withdrawn by FNS.

6. T
ermination

6.1 In addition to our rights under the Agreement, we may terminate or suspend this schedule:
(a) if Customer is disqualified or withdrawn from the Food Stamps Program, Customer's authority to issue the EBT Programs, including Cash Benefits, is also terminated. Disqualification or withdrawal is a breach of this Schedule and the Agreement generally, and Processor may immediately terminate this Schedule and the Agreement. (b) with respect to the issuance of Cash Benefits only, Customer's authority to issue Cash Benefits may be suspended or terminated immediately at the sole discretion of Processor, the state, and/or the particular state's EBT Programs provider. This will be effective upon delivery to Customer of a Notice of suspension or termination that states the reasons. The Notice will state whether the suspension or termination is due to:
1) Processor's authority to provide the EBT Programs to the state is suspended or terminated; 2) Processor's investigation of Customer, or its agents or employees, committing, participating in, or having k
nowledge of fraud or theft in connection with the dispensing of the EBT Programs; and 3) Customer’s failure to cure a breach of this Schedule after not less than 30 days’ prior written notice.

6.2 If Customer fails to cure any breach stated in the Notice, Customer may appeal the suspension or termination to the applicable state for determination in its sole discretion.

Page 202 ends

WFB1024c Page 34 of 45

6.3 If a state or its EBT Program provider suspends or terminates Customer's authority to accept any the EBT Programs and Customer successfully appeals the suspension or termination, Customer agrees Processor is not obligated to reinstate EBT Processing Services.

6.4 The provision of the EBT Processing Services under this Schedule will terminate if Processor contract with any applicable state's EBT Program provider terminates.

6.5 Customer will give Processor prompt notice if Customer chooses to stop accepting EBT Cards and provide the EBT Programs, or if Customer is unable to comply with terms of this Schedule.

7. Confidentiality of EBT System Information

7.1 All information related to EBT benefit recipients, applicants for the EBT Programs, and/or the issuance of the EBT P
rograms is confidential information.

7.2 Regarding confidential information, Customer will:
(a) implement appropriate measures designed to:
• ensure the security and confidentiality of all non-public individually identifiable (NPII) information or materials regarding customers;
• protect against any anticipated threats or hazards to the security or integrity of NPII; • protect against unauthorized access to, or use of, NPII that could result in substantial harm or inconvenience to any EBT benefit recipient or applicant; and • ensure the proper disposal of NPII; and
(b) take appropriate actions to address incidents of unauthorized access to NPII, including notifying Processor within 24 hours of learning of the unauthorized access to NPII.

7.3 Customer agrees neither Customer nor its agents will disclose confidential information without prior written approval of the applicable state.

7.4 The use of confidential information obtained by Customer under this Schedule, including about the performance of Customer’s duties under this Schedule, will be limited to purposes directly connected with those duties.

8. EBT Services Marks

8.1 Customer will adequately display any applicable state's service Marks or other licensed Marks, including the Quest Marks, and other materials Processor supplies (together Protected Marks) according to the standards set by each applicable state.

8.2 C ustomer will not use the Protected Marks of any the EBT Programs provider without prior written approval of that EBT Programs provider.

8.3 Customer will use the Protected Marks only to indicate Customer's location(s) that provide the EBT Programs and will not indicate that Processor, any state, or its EBT Programs provider, endorse Customer's goods or services.

8.4 Customer's right to use and display such Protected Marks continues only so long as this Schedule remains in effect or until Customer is notified by us, any state, or that state's EBT Programs provider that Customer is to cease use or display of the Protected Mark(s).

9. EBT Fees
Customer will pay the fees for the Electronic Benefits Transfer Services as set forth in the Pricing Terms Schedule. If you did not select the EBT Services on your initial Application, your Pricing Terms Schedule may be amended to add any applicable EBT Services fees.

Page 203 ends

WFB1024c Page 35 of 45

10. Issuance Records

10.1 Customer will make informational materials available as may be required by the state, a state’s EBT Programs provider, or any applicable EBT Rules pertaining to the issuance of the EBT Programs.

10.2 Customer will retain all EBT-related records (including manual EBT vouchers) in the manner required by the EBT Rules, or otherwise reasonably requested by Processor, for three years following the date of the applicable EBT transaction or for such additional period as may be required by the EBT Rules.

10.3 Customer will retain all EBT-related records involving matters in litigation for at least three years following the termination of the applicable litigation.

10.4 Upon request, Customer will make all EBT-related records available for audit to representatives of the state, its EBT Program provider, or other authorized state or federal government agency, during normal business hours.

10.5 Copies of any documents in Media other than paper (e.g., microfilm) related to this Schedule may be substituted for the originals to the extent permitted under applicable EBT Rules, and the provided legible paper copies can be reproduced within a reasonable time after such records are requested.

10.6 To ensure compliance with this Schedule and the Agreement, each state, its EBT Program provider, or other authorized state or federal government agency will, at all times upon advance notice (except in the case of suspected fraud or other similar activity), have the right to enter Customer's premises during normal business hours to (a) inspect or evaluate any work performed under this Schedule or the Agreement; or (b) obtain information required to be provided by Customer or otherwise related to this Schedule or the Agreement.

11. Miscellaneous

11.1 Customer will (a) promptly notify Processor of any errors or disputes; and (b) fully cooperate with Processor and an y
o
ther participants in the EBT system in the resolution of errors and disputes regarding processed EBT transactions.

11.2 Customer will train and permit Customer's employees to receive training regarding the issuance of the EBT Programs.

11.3 If any of these terms and conditions conflict with the EBT Rules or federal or state policy, these terms and conditions are subject to reasonable amendment by Processor, a state, or its EBT Program provider to address the conflict upon 20 days' written notice to Customer.

11.4 Nothing contained in this Schedule will preclude a state from commencing appropriate administrative or legal action against Customer or for making any referral for such action to any appropriate federal, state, or local agency.

Any references to "state" in this Schedule means the state in which Customer accepts the EBT Programs. If Customer a
ccepts the EBT Programs in more than one state, then the reference to state will mean each such state separately, not jointly.

Page 204 ends

WFB1024c Page 36 of 45
Equipment Purchase Services Schedule
Equipment Purchase Services are a Non-Bank Service. The terms of the Agreement and this Schedule apply to the Equipment Purchase Services. If anything in this Schedule conflicts with the Agreement, this Schedule will control. The Equipment Purch ase Services are a Service under the Agreement and are provided by Processor and not by Bank. Sales of Equipment are made by Processor and not by Bank. Bank is not a party to this Schedule and is not liable to Customer (you) in connection with the Services or this Schedule.

Capitalized words or phrases not defined in this Schedule use the definitions given to them in the Agreement. The parties agree to the following:

1. Terms of Equipment Purchase.

This Schedule governs any Equipment that is sold to you by Processor under your Agreement, subsequent purchase agreements, and/or other documentation provided in connection with the purchase of Equipment (Equipment Documents). The Equipment is being sold to you for use in your business and is not being sold to you for household or personal use.

2. Equipment

2.1 Equipment means Equipment purchased by you under the Equipment Documents and as referred to in the Terms and Conditions.

2.2 You may purchase Equipment on a repeat basis by contacting Customer Service. Processor does not accept any Customer-prepared purchase orders or forms.

2.3 Processor will ship Equipment to the location you designate. You are responsible for ensuring the accuracy and completeness of all information, data, and instructions that you provide to Processor in connection with Equipment.

Processor will rely on this information when shipping the Equipment unless Processor reasonably doubts an instruction's contents or its compliance with the Agreement or any laws.

2.4 Title to purchased Equipment (and risk of its loss) will transfer to you when Processor delivers the purchased Equipment to the carrier that is responsible for shipping it to you.

2.5 Your use of or receipt of Equipment confirms your agreement to be bound by the terms and conditions of this Equipment Purchase Services Schedule.

3. Purchased Equipment; and Supplies

3.1 Purchased Equipment. Processor agrees to sell to you, and you agree to accept and buy from Processor the Equipment identified in the Equipment Documents throughout the term of this Schedule as being purchased by you (Purchased Equipment), free and clear of all liens and encumbrances. Software (as defined in Section 9) will not be sold to you outright, but will be provided to you pursuant to, and subject to the conditions of Section 9 of this Schedule. Maintenance and repair of Purchased Equipment is your responsibility. If your Equipment becomes inoperable, Processor may provide you with replacement Equipment and applicable replacement fees may apply.

3.2 S
upplies. You may order supplies from Processor and pay the purchase price for ordered supplies, plus shipping and handling charges, including all applicable tax. Separate charges will apply for supply orders.

4. Fees; Payment of Amounts Due

4.1 You will pay Processor the fees for Equipment and Supplies as set forth in the Agreement. If you did not purchase Equipment on your initial Application, your Agreement may be amended to add any applicable Equipment Purchase Services fees and terms.

4.2 You will pay, or reimburse Processor for, all applicable taxes (such as sales, use, excise, franchise, or other taxes or tariffs) imposed on Processor for the Equipment. You are not responsible for paying any of Processor's income or employment taxes related to the Equipment.

Page 205 ends

WFB1024c Page 37 of 45

4.3 You hereby authorize Processor to collect all amounts due from you under this Schedule by initiating Debit entries for such amounts to the Settlement Account you designated in your Agreement.

4.4 You will also pay, or reimburse Processor for amounts equal to any taxes, levies, shipping fees, duties, or assessments, however designated, levied or based on such charges, or on this Schedule or the Equipment and related supplies or any services, use or activities, including state and local sales, use, property, privilege and excise taxes, exclusive of taxes based on our net income.

5. Default; Remedies. An Event of Default occurs when any of the following applies:
(a) If any debit of your Settlement Account initiated by Processor for charges due are rejected when due; (b
) you otherwise fail to pay Processor any amounts due when due; (c) if you default in any material respect in the performance or observance of any obligation or provision in this Schedule;
(d) or if any other default occurs under this Agreement.

Upon the occurrence of any Event of Default, Processor may effective immediately and without notice, terminate our future obligations under this Schedule, and proceed in any lawful manner against you for collection of all charges that have accrued and are due and payable, in which case this Schedule shall terminate as soon as your obligations to Processor are satisfied.

6. Equipment Warranty

6.1 Processor provides a one-year warranty beginning on the date that Processor or its designee ships you the pur
chased Equipment, or title for the Equipment to you.

6.2 The warranty does not:
(a) apply to any Software, peripherals, materials, supplies, or accessories used in connection with the Equipment;
(b) cover damage to accidents or misuse of the Equipment, including: damage resulting from smashed or cracked units or screens; extraneous materials in the interior of the unit (such as soil or dust); contact with liquids; missing unit covers; fire damage; melted or burnt units; cosmetic damage (such as scratches, dents, or broken plastic on ports); improper or inadequate maintenance by you (or your vendors or users); other visible damage; or your breach of the Agreement; or
(c) apply to defects or damage resulting from Software, interfaces, or supplies that Processor does not provide; negligence, accident, or acts of nature (including, flood or lightning damage); loss or damage in transit; improper site preparation by you (or your vendors or users); failure to follow written instructions on proper use of the Equipment; unauthorized modification or repair of the Equipment; or normal wear and tear.

6.3 Except as specifically stated in this Schedule, Processor rejects all warranties (express or implied) related to the Equipment, respectively; including warranties of merchantability, fitness for a particular purpose, non - infringement, accuracy, and uninterrupted or error-free operation.

6.4 I
f a replacement is required, refer to Section 8.

6.5 You may not transfer Processor's warranty to any third parties.

6.6 Processor do not have any obligation to make Software and/or Equipment compatible for use with any other processing systems. In the event that you terminate this Agreement and begin processing with another provider, you acknowledge that the Equipment and/or Software you purchased from us or subsequently purchase from us, may not be compatible with any other processor's systems.

Page 206 ends

WFB1024c Page 38 of 45

7. Site Preparation; Installation and Maintenance. You will prepare the installation site(s) for the Equipment, the power supply circuits and phone lines, in conformance with the manufacturer’s and Processor’s specifications and will make the site(s) available to Processor by the confirmed shipping date. You will support the installation in accordance with Processor’s requirements.
(a) Upon request, you must allow Processor (or our agents) reasonable access to the premises where authorization terminals or other communications equipment (e.g., printers) are or will be located. (b) Any alterations required for installation of authorization terminal(s) or other communications equipment will be done at your expense.
(c) Only Processor or our agents can alter or modify authorization terminal(s) or other communications Equipment owned by Processor.
(d) If a terminal or printer appears to be defective, you must immediately call the POS Help Desk. (e) You are responsible for safeguarding authorization terminals or other Equipment from loss, damage, unauthorized use, misuse or theft. Processor should be notified immediately regarding any damage to or loss of communications equipment.
(f) If necessary, Processor will assist you in obtaining replacement Equipment. If you fail to return any defective Equipment, you may be responsible for its replacement value and for any legal and/or collection costs incurred by the Equipment owner in connection with recovering Equipment. (g) You are responsible for keeping all communication Equipment free of any claims, liens, and legal processes initiated by creditors.
(h) The cost of comparable new Equipment, as well as any associated legal and/or collection costs incurred by Processor or the owner of the Equipment, will be assessed to you for each piece of Equipment not returned upon termination of the Agreement by either party, or upon request for the return of the Equipment for any reason. (i) You may not relocate, remove, disconnect, modify or in any way alter any Equipment used in connection with the services Processor is providing to you without first obtaining Processor's permission. (j) Y ou must provide Processor with 30 days' prior written notice to request the relocation of any Equipment. (k) Should you require additional Equipment, you must contact your Account Manager or Customer Service (there may be additional costs or fees charged to you in connection with any new Equipment ordered, including download fees).

8. Use and Return of Equipment; Equipment Insurance
(a) It is your responsibility to ensure that Equipment is operated by competent and qualified personnel in accordance with any operating instructions furnished by us or the manufacturer and in connection with the Services. You will not use the Equipment, or permit the Equipment to be used, in any manner or for any purpose for which the Equipment is not designed or reasonably suited.
(b) You will not permit any physical alteration or modification of the Equipment without Processor's prior written consent. (c) You will not change the installation site of the Equipment without Processor's prior written consent. (d) You will not assign your rights or obligations under this Schedule, or pledge, lend, create a security interest in, directly or indirectly create, incur, assume, or allow to exist any other consensually or judicially imposed liens or encumbrances on, or part with possession of, without Processor’s prior written consent. Any such assignment, delegation, sublease, pledge, security interest or lien in the absence of such consent shall be void.

Page 207 ends

WFB1024c Page 39 of 45
(e) You will comply with all governmental laws, rules and regulations relating to the use of the Equipment. You are also responsible for obtaining all legally required permits for the Equipment. (f) Processor or our representatives may, at any time, enter your premises for purposes of inspecting, examining, or repairing the Equipment.
(g) In order to return equipment:
• Call Customer Service for the address of the location to send the equipment. • Include the following information in the shipping box:

1. Your name, complete address, and phone number.

2. Name of person to contact if there are any questions.

3. Your Merchant Account Number.

4. Serial number of the terminal (found on the underside of the terminal). • Please maintain proof of delivery documents for your records, and the serial number from the bottom of the terminal.

Payment acquisition and processing equipment and Software sourced from Servicers or from a third party, is subject to obsolescence due to factors such as inability to accommodate required security and functional updates or due to model discontinuation by the manufacturer and unavailability of spare parts. You acknowledge and understand that obsolete point- of- sale equipment will need to be replaced by non-obsolete and compliant point-of-sale equipment in the event of equipment failure, or as requested by Servicers to bring you into compliance with Card Organization rules. You will be responsible for any costs associated with upgrading to non-obsolete and compliant equipment.

10. Software License
Processor or certain parties retain all ownership and copyright interest in and to all software, computer programs, related documentation, technology, know-how and processes embodied in or provided in connection with the Equipment (collectively Software). You will have only a nonexclusive, non-transferable, revocable license to use the Software in your operation of the Equipment for purposes set forth in the Agreement. Nothing in this Schedule confers any title or ownership of any Software to you or will be construed as a sale of any rights in Software to you. You agree to accept and be bound by all applicable terms and conditions of use and other license terms applicable to the Software. You will not reverse engineer, disassemble or decompile the Software. You will not give any third-party access to the Software without our prior written consent. Your obligations under this Section will survive the termination of this Equipment Agreement.

Page 208 ends

WFB1024c Page 40 of 45
Global ePricing Services Schedule
The terms of the Agreement and this Schedule apply to the Global ePricing (GeP) Services. If anything in this Schedule conflicts with the Agreement, this Schedule will control.

The parties agree to the following:

1. Definitions. Capitalized terms used in this Schedule will have the meanings given to such terms as set forth in this Section or as defined the Schedule or elsewhere in the Agreement. (a) Foreign Currency means a currency other than the Local Currency. (b) FX Exchange means, in connection with GeP Sales Transactions, the conversion of a Foreign Currency to the Local Currency.
(c) GeP Intellectual Property Rights means any and all (a) patents and any divisions, reissues, reexaminations, substitutes, continuations, continuations-in-part, or extensions of patents, filed or pending applications for patents; (b) or for any divisions, reissues, reexaminations, substitutes, continuations, continuations-in-part, or extensions of patents; (c) trademarks, service marks, logos, trade dress, trade names, corporate names, internet domain names and addresses and general use email addresses; (d) copyrights, whether registered or unregistered; and (e) any other rights in the nature of intellectual property (whether registered or unregistered) and all applications for the same, anywhere in the world, including trade secrets, know-how, confidential or proprietary information, database rights, rights against unfair competition and goodwill.
(d) GeP Licensed Technology means any materials provided by us, or a third party as directed by Processor in connection with the GeP Services, including but not limited to training materials, online training, online guides, or user guides regarding the GeP Services and those several rights, assets and body of information and the GeP Intellectual Property Rights subsisting therein. For the avoidance of doubt, GeP Licensed Technology shall include know -how and software made available by us to Licensee and shall be considered specifications to which the dedicated software shall be conformed.
(e) GeP Sales Transaction means a card-not-present transaction between you and a Cardholder in which you present the Transaction Price in a card-not-present environment and the Cardholder authorizes (i) the Transaction Price to be submitted to a Card Association for settlement, and (ii) that the Cardholder's account will be charged for the Transaction Price.
(f) GeP Services means any merchant pricing of goods and services in a Foreign Currency and the activity undertaken by Processor and/or a GeP Service Provider to authorize, process, and settle transactions initiated by Cardholders using a card type approved by Processor for use with GeP Sales Transactions in a card not present environment established and maintained by a merchant domiciled in the United States or United States territories, or other countries permitted by Processor.
(g) Licensee for the purposes of this Schedule shall mean you or your employees or agents, making use of the GeP Licensed Technology or GeP Intellectual Property Rights in order to utilize the GeP Services. (h) Local Currency means the currency associated with your domicile utilizing the GeP Service and approved by Processor. For merchants domiciled in the US, the Local Currency is US Dollars. (i) T
ransaction Price means the price for a product or service you sold in a card-not-present environment as you quoted to a Cardholder in a Foreign Currency.
(j) Settlement Rate means the then-current Foreign Currency exchange rate and any applicable markup used from time to time to convert the net funding amount into the Local Currency.

2. Services

2.1 Processor agrees to provide GeP Services to you with respect to GeP transactions on the terms and conditions set forth in this Schedule. The type of GeP Sales Transactions and list of supported Foreign Currencies provided upon request and may be modified from time to time by Processor in its sole discretion. Card types approved by Processor for GeP Sales Transactions are Visa, Mastercard and (as applicable), American Express, provided that

Page 209 ends

WFB1024c Page 41 of 45
Processor in its sole discretion may modify the card types approved for GeP Sales Transactions from time to time.

2.2 For the purposes of this Schedule, Wells Fargo Bank, N.A. is the GeP Sponsor Bank. You expressly acknowledge and agree that: (a) for the purposes of processing your GeP Sales Transactions, Processor, in its sole discretion and without notice to you, may delegate sponsorship rights and obligations under the Agreement with respect to GeP Sales Transactions to one or more sponsor banks other than GeP Sponsor Bank, (b) Processor may use the services of other third parties to provide GeP Services (each, a GeP Service Provider); (c) Processor may change GeP Sponsor Banks from time to time in their sole discretion; and (d) some or all of the GeP Services may be modified from time to time by Processor in its sole discretion.

2.3 You acknowledge that you are solely responsible for all aspects of a GeP Sales Transaction (other than the performance of GeP Services hereunder), including without limitation, obtaining the Cardholder's agreement to a GeP Sales Transaction, and complying with all Card Association Rules applicable to you and all merchants with respect to GeP Sales Transactions.

2.4 You acknowledge that Dynamic Currency Conversion as defined by Card Association Rules is not permitted nor provided under GeP Services.

2.5 Settlement between Processor and you of GeP Sales Transactions shall be made in the Local Currency on the basis of the Settlement Rate and the Transaction Price of the GeP Sales Transaction under the process defined by the Card Association.

You are subject to any and all FX Exchange rate exposure in connection with all GeP Sales Transactions in the GeP Services.

2.6 Refunds, credits, returns and Chargebacks are treated as independent GeP Sales Transactions and the Settlement Rate used for refund, credit, return, and Chargeback transactions are determined using the prevailing Settlement Rate at the time the GeP Sales Transaction is processed. GeP Sales Transaction exposure in connection with refunds, credits, returns, or Chargebacks are borne by you.

3. Intellectual Property. We reserve all right, title, interest, or license (express or implied) to the GeP or associated intellectual property that it provides to you in connection with the GeP Services. Except as allowed under this Schedule, you will not otherwise use, reverse engineer, decompile, distribute, lease, sublicense, sell, modify, copy or create derivative works fro m
t
he GeP Services or associated intellectual property.

Disclaimer of Warranty. We, our Affiliates and any third party related to the Services, disclaim all representations or warranties, express or implied, made to you or any other person or Entity. This disclaimer expressly disclaims any warranties regarding quality, suitability, merchantability, fitness for a particular purpose, non-infringement or otherwise of any services or any goods provided incidental to the Services provided under the Agreement, including those provided by a third party. There are no warranties that the Services will be completely accurate, error-free or will be available without interruption.

Page 210 ends

WFB1024c Page 42 of 45
TransArmor Services Schedule
TransArmor Services are a Non-Bank Service. This Schedule adds the TransArmor Services to your Agreement with us for Wells Fargo Merchant Services. The terms of the Agreement and this Schedule apply to these TransArmor Services. If anything in this Schedule conflicts with the Agreement, this Schedule will control. These TransArmor Services are a Service under the Agreement and is provided by Processor and not by Bank. Bank is not a party to this Schedule and is not liable to Customer in connection with the Services or this Schedule.

Capitalized words or phrases not defined in this Schedule use the definitions given to them in the Agreement. The parties agree to the following:

1. Services

1.1 Processor will provide the Customer with an encryption key or other encryption capability that will encrypt (make unr
eadable) Card data when submitting an Authorization request from the Customer's POS Terminals to Processor's systems. During the period when the transaction is being transmitted to Processor for Authorization processing, Card number and full Magnetic Stripe data (track data and expiration date), will be encrypted. Processor will then generate a Token or retrieve a Multi-Pay Token assigned to the Card number and return the Token or Multi -Pay Token to the Customer in the Authorization response. These encryption and tokenization Services are the TransArmor Services. A Token is an alpha-numeric value that:
(a) is randomly generated when a Card number is initially submitted by the Customer for Authorization processing; (b) becomes associated with the Card within Processor's systems; and (c) may not be retrieved by Processor within its systems in connection with processing future transactions involving the same Card number when submitted by the Customer for Authorization processing.

A Multi-Pay Token is a specific alpha-numeric value that is: (a) randomly generated when a Card number is requested to be registered by the Customer as the Customer’s specific Token upon receipt of Cardholder approval to register the Card number; (b) becomes associated with the Customer and the Card within Processor’s systems; (c) can be stored by the Customer in the Customer’s systems in lieu of the Card number; (d) can be used to initiate a transaction submitted by the Customer that registered the Token for Authorization processing for Cardholder initiated or recurring payments; (e) may be retrieved by the Customer within its systems in connection with processing future transactions involving the same Card number or Registered Token when submitted by the Customer for Authorization processing; and (f) is returned to the Customer from Processor’s systems as part of the Register PAN response and/or Authorization response. As an option to assist Customer with PCI scope reduction, Customer may elect to subscribe to First Data Merchant Service, LLC’s PCI Council validated TransArmor Point to Point Encryption (P2PE) listed solution that provides encryption of Card data.

1.2 The TransArmor Service applies only to Card transactions sent from the Customer to Processor for Authorization and interchange settlement pursuant to this Schedule, and specifically excludes electronic check transactions, STAR contactless transactions read in contactless mode, and other Card types that are not capable of being Tokenized. Processor and the Customer may agree to include additional transaction types in the TransArmor Service when made available by Processor.

If the Customer enters Card data into a point-of-sale device that does not support the TransArmor Service, the Card data will not be encrypted during the period when the transaction is being transmitted to Processor for Authorization processing and the Customer assumes all risk associated with its transmission if Card data is stolen during transmittal to Processor's systems.

1.3 Yo
ur use of the TransArmor Service confirms your receipt of, and agreement to be bound by, the terms and conditions of this TransArmor Service Schedule.

Page 211 ends

WFB1024c Page 43 of 45

2. PCI DSS Limitations

2.1 Use of the TransArmor Service will not, on its own, cause the Customer to be compliant with, or eliminate the Customer's obligation to comply with PCI DSS or any other Network Rules. The Customer must demonstrate and maintain a current PCI DSS compliance certification. The Customer's compliance must be validated either by a Qualified Security Assessor (QSA) with corresponding Report on Compliance (ROC) or by successful completion of the applicable PCI DSS Self-Assessment Questionnaire (SAQ) or Report on Compliance (ROC); and, if applicable to Customer's business, passing quarterly network scans performed by an Approved Scan Vendor. Customer must successfully meet the above requirements to obtain PCI DSS compliance validation; provided, however, Customer is not required to perform quarterly network scans, if Customer uses a validated P2PE solution (e.g., TransArmor P2PE) in accordance with the P2PE Instruction Manual accompanying the validated P2PE solution.

2.2 Use of the TransArmor Service is not a guarantee against an unauthorized breach of Customer's point -of-sale systems or any facility where the Customer processes or stores transaction data (together, Customer Systems).

3. Intellectual Property. Processor reserves all right, title, interest, or license (express or implied) to the TransArmor Services, Token, Multi-Pay Token, or associated intellectual property that it provides to the Customer in connection with the TransArmor Services. Except as allowed under this Agreement, the Customer will not otherwise use, reverse engineer, decompile, distribute, lease, sublicense, sell, modify, copy, or create derivative works from the TransArmor Services, Token, Multi-Pay Token, TransArmor P2PE solution or associated intellectual property.

4. TransArmor Limited Warranty. Subject to the terms of this Schedule, Processor warrants that the Token or Multi-Pay Token, as applicable, returned to the Customer as a result of using the TransArmor Service cannot be used to initiate a financial sale transaction by an unauthorized Entity or person outside the Customer Systems. This warranty is the TransArmor Limited Warrant y.

To be eligible for the TransArmor Limited Warranty, the Customer must maintain a processing relationship with Processor and be in compliance with all the terms of the Agreement, this Schedule, and any other agreements relating to Cards that are eligible for the TransArmor Service that impact the security of Tokens or Multi-Pay Tokens. Subject to the Agreement’s terms, including its limitations of liability, Processor will indemnify the Customer for direct damages, including third party Claims, resulting f rom Processor’s breach of the TransArmor Limited Warranty; which is (a) the Customer’s express and sole remedy for Processor’s breach of the TransArmor Limited Warranty, and (b) Processor’s entire liability for its breach of the TransArmor Limited Warr anty.

The TransArmor Limited Warranty is void if (a) the Customer uses the TransArmor Service in a manner not contemplated by, or i n violation of, the Agreement, this Schedule, or any other agreement relating to Cards that are eligible for the TransArmor Service; or (b) the Customer is grossly negligent or engages in intentional misconduct.

5. Fees. Customer will pay the fees for the TransArmor Services as set forth in the Pricing Terms Schedule or TransArmor Pricing Addendum. If you did not select the TransArmor Service or you select a different version of the TransArmor Service than was selected on your initial Application, your Pricing Terms Schedule may be amended to add any applicable TransArmor Service fee s.

6. TransArmor Rules and Procedures

6.1 The Customer must ensure that all third parties and software used by the Customer in connection with th e
C
ustomer's payment Card processing are compliant with PCI DSS.

6.2 The Customer must deploy the TransArmor Service (including implementing any upgrades to such service within a commercially reasonable period of time after receipt of such upgrades) throughout the Customer's Systems including replacing existing Card numbers on the Customer's Systems with Tokens or Multi -Pay Tokens, as applicable. Full Card numbers must never be retained, whether in electronic form or hard copy.

6.3 Th
e Customer must use the Token or Multi-Pay Token, as applicable, in lieu of the Card number for all activities subsequent to receipt of the Authorization response associated with the transaction, including settlement processing, retrieval processing, Chargeback and adjustment processing, and transaction reviews.

6.4 Any point-of-sale device, gateway, or value-added reseller used by the Customer in connection with the TransArmor Service must be certified by Processor for use with the TransArmor Service.

6.5 If the Customer sends Batch files containing completed Card transaction information to and from Processor, the Customer must use the service provided by Processor to enable such files to contain only Tokens or Multi -Pay

Page 212 ends

WFB1024c Page 44 of 45
Tokens, as applicable, or truncated information.

6.6 The Customer must use truncated report viewing and data extract creation within reporting tools provided by Processor.

6.7 The Customer will only use the TransArmor Service for the Customer's internal business purposes in a manner consistent with the Agreement and this Schedule.

6.8 The Customer will use only unaltered version(s) of the TransArmor Service and will not use, operate, or combine the TransArmor Service or any related software, materials or documentation, or any derivative works thereof, with other products, materials, or services in a manner inconsistent with the uses contemplated in this Schedule.

6.9 The Customer must obtain a Cardholder's written or electronic consent to store a Multi-Pay Token to represent the Cardholder's Card number for future purchases.

6.10 The Customer must store the Multi-Pay Token in the Customer Systems in lieu of the Card number for all Cardholder profile records.

6.11 The Customer must require Cardholders to sign into their Cardholder profile in order to initiate a transaction with the Registered Token. This sign-on must use an industry-standard protocol.

6.12 If the Customer ends its processing relationship with Processor, the Customer must permanently delete all Tokens or Multi-Pay Tokens, as applicable, from all Customer Systems within 90 days after termination or expiration of the processing relationship.

6.13 Customer use of the TransArmor P2PE Solution must comply with: (a) Processor's requirements outlined in the P2PE implementation Manual; and (b) PCI Council requirements in Customer's use of the TransArmor P2PE service for Customer Systems to be P2PE validated, including but not limited to Customer's use of Processor's approved validated key injection facilities. Additionally, Customer is also responsible to keep track of all Customer Systems for the following states: (a) in secure storage awaiting deployment; (b) deployed or in service; (c) disabled or out for repair; (d) decommissioned and returned for secure destruction; and (e) in transit; and to regularly manage Customer Systems inventory at the minimum of once per year to maintain P2PE validation.

Page 213 ends

WFB1024c Page 45 of 45
Wireless Services Schedule
Wireless Services are a Non-Bank Service. This Schedule adds Wireless Services to your Agreement with us for Wells Fargo Merchant Services. The terms of the Agreement and this Schedule apply to Wireless Services. If anything in this Schedule conflicts with the Agreement, this Schedule will control. Wireless Services is a Service under the Agreement and is provided by Processor and not by Bank. Bank is not a party to this Schedule and is not liable to Customer in connection with the Service or this Schedule.

Capitalized words or phrases not defined in this Schedule use the definitions given to them in the Agreement. The parties agree to the following:

1. Description of Wireless Services. Wireless Services include intra-LATA two-way wireless transmissions of data using radio base stations and switching facilities between your Equipment terminals and our front -end platforms for the Authorization and Capture of Credit and Debit Card transactions. The parties acknowledge that a third party provider has developed and provides the Wireless Services to Processor through a separate agreement. Your use of the Wireless Services confirms your receipt of, and agreement to be bound by, the terms and conditions of this Wireless Services Schedule.

2. Purchase of Wireless Services. To use the Wireless Services, Customer will need a certified POS Terminal and agree to:
(a) Obtain all licenses, permits or other authorizations required by the Federal Communications Commission (FCC) or any other regulatory authority for the operation of the Equipment used for the Wireless Services. Customer will promptly provide Processor with all information we may reasonably request with respect to matters relating to the rules and regulations of the FCC.
(b) Processor reserves the right to make changes in the configuration of the Wireless Services, rules of operation, accessibility periods, Customer identification procedures, type and location of equipment, allocation and quantity of resources used, programming languages, administrative and operations algorithms and designations of the control center serving you at the particular address. In addition, Processor reserves the right to schedule interruptions of service for maintenance activities.

3. Software Licenses. Processor grants Customer a non-exclusive, non-transferable limited sublicense to use any Software solely in connection with Customer's use of the Wireless Services. In this Schedule, Software means all software used in, for, or in connection with the Equipment, the Wireless Services, or access to them in any form. This includes source code, object code, and microcode, and any computer programs and documentation relating to or describing the software. The only right Customer obtains to the Software is the right to use the Software under the terms of this Schedule.

4. Wireless Services Fees. Customer will pay the fees for the Wireless Services as set forth in the Pricing Terms Schedule. If you di d
no
t select the Wireless Services on your initial Application, your Pricing Terms Schedule maybe amended to add any applicable Wireless Services fees.

5. Third Party Beneficiaries. Third party provider is a third party beneficiary of this Schedule and may enforce its provisions as if a party this Schedule.

Page 214 ends

Page 215 ends

EXH
IBIT F

MERCHANT PROCESSING PRICING SCHEDULE
(Attached)
Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms Assumptions
Credit Card Volume $33,453,820
Average Transaction Size $366
Number of Locations 16
Anticipated Interchange 11 Levels Internet: 020 089/077/317 Retail: 001 009/023/310
MCC Code 9399
MCC Description GOVERNMENT SERVICES, NOT ELSEWHERE
American Express® Industry Type N/A
Discover® Network Card Program Yes
Communications Method Frame/Internet
IPN
Gateway Authorize.net
Pricing Option Interchange + Rate
Credit Card Processing Fees 1
Interchange Plus the Following Fees:

0.08% On Gross Visa®, MasterCard®, Discover® Network Card and American Express Sales PIN Debit & Electronic Benefits Transfer (EBT) Processing Fees $0.25 per PIN Debit Transaction (applies to completed and declined transactions)

EBT NOT ENTITLED
Applicable PIN Debit Network, Switch, Service and Administrative fees are passed through on all PIN Debit transactions (completed and declined). Applicable PIN Debit Network Interchange fees are passed through on completed PIN Debit transactions only.

The above table is for your convenience only and is not intended to set forth all fees that may be associated with your merchant account. Regardless of your transaction volume you will be responsible for the One Time Total Fees, Monthly Total Fees, Annual Total Fees, Other Fees based on your account activity (as set forth in the table above) and Processing Solution Fees. The fees associated with the table above are defined below.

Please review this entire pricing summary, along with the Additional Services page, for a comprehensive list of your fees.

Applicable Fee Schedules:

Payment Networks Qualification Matrix https://www.wellsfargo.com/creditinterchangeplus Payment Networks Pass-Through Fees https://www.wellsfargo.com/merchantpassthroughfees PIN Debit Networks Fee Schedule (if applicable) https://www.wellsfargo.com/merchantdebitfees Merchant Statement Fee Description Glossary https://www.wellsfargo.com/processingfeeglossary Dues, assessments and pass-through fees are disclosed in the schedules above.

Initial Below
City of Vallejo
Proposal Date: 11/15/2024
Merchant Services Product Sales Consultant: Todd Reed
One Time Total Fees 99.00$
URLs above or request an updated schedule.

Monthly Total Fees 41.00$
Annual Total Fees -$
Other Fees based on your account activity See Other Fees based on your account activity table below Fee schedules are updated periodically. To obtain the current applicable fee schedules, as well as a glossary of fee descriptions that may appear on your merchant statement, please refer to the URLs above for more information. If you have questions or cannot access the schedules, please contact your Merchant Card Representative and request that a copy of the applicable fee schedules be mailed or faxed to you.

As noted in your Merchant Agreement, Payment Networks change their rates/fees from time to time. They are likely to revise rates/fees in April and October, but this timing is subject to change. To learn more about impacts to fee schedules resulting from Payment Network changes, please visit the Principal Name 1 __________ Principal Name 2 __________ Principal Name 3 __________ Principal Name 4 __________ WFB1024c
11/15/2024; 11:18 AM Page 1 of 4 City of Vallejo v4 - Pricing Terms

Page 216 ends

Terminal Reprogramming Fee (Terminal) # of Terminals: 0 -$ per terminal
Integrated Terminal Swap Fee for PIN Injection # of Terminals: 0 -$ per terminal
Swap Fee for PIN Injection # of PIN pads: 0 -$
per PIN pad
One Time Total Fees 99.00$

Monthly Fees

31.00$
per location
Statement Billing Fee (Paper Statement) 7

10.00$
PCI Compliance Service Program Fee 8 -$ per location
Monthly Total Fees 41.00$
Annual Fees
Annual Fee -$
per location
Annual Compliance Support Fee 5
-$ per location
Annual Total Fees -$
Other Fees based on your account activity

0.08$
per attempt
Authorization/EDC Fee - Visa, MasterCard, Discover Network Card (Credit and Non-PIN Debit) 3 N/A per attempt
Authorization/EDC Fee - American Express (Credit and Prepaid) 3 N/A per attempt
American Express EDC and Discover EDC Authorization 6
N/A per attempt
American Express EDC and Discover EDC Capture N/A per attempt Electronic Address Verification Service Fee 0.02$
per attempt
Voice Authorization Fee 0.75$
per attempt
Voice (Manual) Address Verification Fee 2.00$ per attempt Monthly Minimum Processing Fee 9
-$ per month
Incoming Chargeback Fee 2

12.00$ per incoming chargeback
Incoming/Outgoing Exception Chargeback Fee 2

12.00$ per exception chargeback
Chargeback Fax / Mail Fee 12

10.00$ per Fax / Mail response
Non-validation PCI Compliance Fee 8

25.00$ per month, per location
TransArmor Token & Encrypt 13 0.01$ per attempt
TransArmor Token Registration Fee 13 0.01$ per attempt Legacy Data Conversion Fee14 0.0035$ per conversion

1.00% per transaction

0.00% per transaction
Other Fees based on your account activity Total Fees Based on account activity Initial Below
GeP Services Fee Visa/Mastercard (refunds, credits, returns and chargebacks are independent transactions)
GeP Services Fee American Express (refunds, credits, returns and chargebacks are independent transactions)
Principal Name 1 __________ Principal Name 2 __________ Principal Name 3 __________ Principal Name 4 __________ Internet Authorization Fee
(Any merchant processing location utilizing an Internet Gateway purchased through WFMS will be charged an Internet Authorization fee. This fee will be added to the existing Visa, Mastercard and Discover Network Card, (Credit and Prepaid) Authorization Fee.) Monthly Service Fee (per location)
(applies to any location utilizing an Internet Gateway purchased through WFMS) WFB1024c
11/15/2024; 11:18 AM

Page 2 of 4 ends

Page 217 ends

Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms Assumptions
Credit Card Volume $33,453,820
Average Transaction Size $366
Number of Locations 16
Anticipated Interchange 11 Levels Internet: 020 089/077/317 Retail: 001 009/023/310
MCC Code 9399
MCC Description GOVERNMENT SERVICES, NOT ELSEWHERE
American Express® Industry Type N/A
Discover® Network Card Program Yes
Communications Method Frame/Internet
IPN
Gateway Authorize.net
Pricing Option Interchange + Rate
City of Vallejo
Proposal Date: 11/15/2024
Merchant Services Product Sales Consultant: Todd Reed
Processing Solutions
Type Quantity Financing Method Total w/o TAX
Authorize.net 1 Purchase -$
Clover® Flex 3rd Gen 17 Purchase 9,753.75$
FD150 13 Purchase 5,469.75$
Clover® Mini 3rd Gen 13 Purchase 9,779.25$
Clover® Go 3rd Gen Reader 1 Purchase 95.20$
1) Clients may elect to participate in the Discover Network Card program or the Discover EDC program, but not both. Under the “Discover Network Card program,” Clients receive all Discover-related authorization, processing and settlement services from WFMS. Under the “Discover EDC program,” Clients enter into a direct agreement with Discover, and WFMS provides only authorization and capture services related to Discover Network Cards. Clients may also elect to participate in the American Express program or the American Express EDC program, but not both. Under the “American Express program,” Clients receive all American Express-related authorization, processing and settlement services from WFMS. Under the “American Express EDC program,” Clients enter into a direct agreement with American Express, and WFMS provides only authorization and capture services related to American Express Cards. In all cases, any services provided by WFMS for Discover and American Express transactions are subject to the terms of Client’s Agreement with WFMS.
2) Client acknowledges and understands that an authorization only indicates the availability of the Cardholder's credit at the time the authorization is requested. It does not warrant that the person presenting the card is the rightful Cardholder, nor is it an unconditional promise or guarantee that Client will not be subject to a chargeback or debit. A chargeback fee applies to all chargebacks processed by WFMS. 3) Authorization/EDC Fee applies to Visa and Discover Network Card credit authorizations, all Visa, MasterCard, Discover Network Card and American Express approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries, batch entry transactions and includes any transaction fees and capture fees. This fee does not apply to Discover EDC and American Express EDC. 5) The Annual Compliance Support Fee will be assessed and deducted from Client's Settlement Account at each anniversary date after the effective date.
6) American Express EDC/Discover EDC Authorization Fees apply to all approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries and batch entry transactions.
7) The monthly Statement Billing Fee can be waived if Client elects to access the monthly statement through Business Track or the Clover Dashboard instead of receiving a paper copy by mail. Once enrolled online, please contact Customer Service at 1-800-451-5817 to request that paper statements no longer be mailed. If online access is terminated by Client or as a result of at least 180 days of online inactivity, paper statements will be reinstated with the applicable monthly Statement Billing Fee. For information about online enrollment, please see Additional Services or contact Customer Service. 8) The monthly PCI Compliance Service Program Fee and Non-validation PCI Compliance Fee are part of the mandatory PCI Compliance Service Program. These fees apply to Level 3 and Level 4 Clients who utilize a card not present solution, a gateway or value added reseller (VAR). The program includes access to SecureTrust, a PCI compliance solution to help Client comply with the Payment Card Industry Data Security Standards (PCI DSS) requirements. Clients are required to register and complete a PCI DSS certification process by visiting https://managepci.com. If Client does not comply or fails the PCI DSS certification process, Client will be charged a monthly Non-validation PCI Compliance Fee until the account becomes compliant.
9) If the total discount fee billed to the Client for Visa, MasterCard, Discover Network Card and American Express transactions in one month is less than the Monthly Minimum Processing Fee, then an additional fee will be charged to the Client equal to the Monthly Minimum Processing Fee less the total discount fee.
11) American Express charges Program Pricing fees and not interchange. Program Pricing fees and interchange fees are subject to change. 12) If Client elects to respond to a Chargeback via fax or mail, a dispute fee will be assessed for each response submitted. Business Track Dispute Manager and Clover Disputes are available as an online option at no additional cost. If not already enrolled, Client can self-enroll by logging into BusinessTrack.com and accessing Dispute Manager or logging into their Clover Dashboard and choosing Clover Disputes. 13) A TransArmor authorization fee that applies to Visa, MasterCard and Discover Network Card (Credit and Non-PIN Debit), Discover EDC, American Express, American Express EDC, PIN Debit and EBT authorizations. The TransArmor authorization fee may be billed under one or more of the following statement descriptors: (i) TransArmor Token & Encrypt, (ii) TransArmor Token Only or (iii) TransArmor Token Registration. 14) A fee that applies to each unique conversion of: (i) a Primary Account Number to a Token or (ii) a Token to a Primary Account Number.

Initial Below
Principal Name 1 __________ Principal Name 2 __________ Principal Name 3 __________ Principal Name 4 __________ WFB1024c
11/15/2024; 11:18 AM Page 3 of 4 City of Vallejo v4 - Pricing Terms

Page 218 ends

Clover software plans may vary based on the Clover solution you select and will be billed directly by Clover. Clover accounts can only have one software plan for all devices on the account. Additional hardware or accessories may require additional fees. Clover software, applications, and other third-party applications that may be available through Clover or the Clover App Market are subject to the terms and conditions of the developer and may include additional fees. All fees are subject to change. Account owners can refer to the Clover Dashboard for the latest Clover pricing.

Clover solutions are made available through Wells Fargo Merchant Services, L.L.C. (WFMS). WFMS and Wells Fargo Bank, N.A. do not provide, and are not responsible for, third-party software or applications, including those offered by Clover.

The Clover® name and logo are trademarks owned by Clover Network, Inc., an affiliate of First Data Merchant Services LLC, and registered or used in the U.S. and many foreign countries.

Client is responsible for any charges assessed by outside third parties that are not disclosed on the proposal. To the extent that this pricing proposal includes pricing for third party products and services, WFMS disclaims legal liability and responsibility for said products and services. Client's agreement with the third party provider shall govern Client's relationship with the third party provider. In the event that WFMS is billed for the third party's services, Client will reimburse WFMS for such services.

Client acknowledges and understands that WFMS shall have no responsibility or liability for any third party hardware or software procured and used by Client. To the extent Client has any issues, concerns or liability related to such hardware or software, Client must deal directly with the third party provider from whom Client procured the hardware or software. In no event will WFMS be responsible for any indirect, incidental or consequential damages that Client may incur as a result of using any third party hardware or software.

WFMS' proposal and associated pricing is based on the information provided. Any difference to our stated understanding may affect the proposed pricing. Without a signed agreement, this proposal expires 60 days from the proposal date stated above.

Rounding. In the event the amount being billed to Client for any line item on this pricing proposal includes a total ending in less than a full cent, WFMS will either round such amount up or down to the nearest cent.

Fees for supplies, shipping, handling, and applicable sales tax may apply and are subject to change without notice. Additional information is available upon request.

Additional Notes:

IRS Legal Filing Name
Principal Name: Principal Name:

Title: Title:

Signature Signature
Date: Date:

Principal Name: Principal Name:

Title: Title:

Signature Signature
Date: Date:

WFB1024c
11/15/2024; 11:18 AM

Page 4 of 4 ends

CONSENT CALENDAR 8.I.

DATE: December 10, 2024
TO: Mayor and Members of the City Council
FROM: Melissa Tigbao, P.E., Public Works Director
SUBJECT: ADOPT A RESOLUTION APPROVING THE AB 1600 ANNUAL AND FIVE-YEAR

DEVELOPMENT IMPACT FEE REPORTS FOR THE NEIGHBORHOOD PARKS IMPACT MITIGATION FEE FUND 137, TRANSPORTATION IMPACT MITIGATION FEE FUND 203, AND THE HIDDENBROOKE OVERPASS MITIGATION FEE FUND 211 FOR THE FISCAL YEAR ENDED JUNE 30, 2024

RECOMMENDATION
Adopt a Resolution approving the AB 1600 annual and five-year development impact fee reports for the Neighborhood Parks Impact Mitigation Fee Fund 137, Transportation Impact Mitigation Fee Fund 203, and the Hiddenbrooke Overpass Mitigation Fee Fund 211 for the fiscal year ended June 30, 2024.

REASONS FOR RECOMMENDATION
The City is authorized by state law to adopt and collect development impact fees from new development to fund public improvements and services that support the new development. The City of Vallejo collects three development impact fees -- the Neighborhood Parks Impact Mitigation Fee, the Transportation Impact Mitigation Fee, and the Hiddenbrooke Overpass Mitigation Fee.

BACKGROUND AND DISCUSSION
In accordance with the provisions of California Government Code Section 66006(b), the City is required to prepare a report annually which reviews the status of any development fees collected. Specifically, the annual report must include:
• A brief description of the development fee; and
• The amount of the fee (fee schedule); and
• The amount of the fees collected, interest earned, funds spent and remaining fund balance; and • An identification of each public improvement on which fees were expended and the amount of the expenditure; and
• Estimated timeline by which construction of the public improvement will commence if sufficient funding has been collected and the public improvement remains incomplete; and • A description of any interfund transfer; and
• The amount of refunds or allocations made.

State law also requires that the City spend or commit development impact fees within five years of collection or adopt a resolution stating that there remains a reasonable relationship between the current need for the development fees and the purpose for which the development fees were originally proposed.

The City's three development impact fees had a total balance of $15,909,167 as of June 30, 2024.

The Neighborhood Parks Impact Mitigation Fee (Fund 137) had a balance of $3,278,331 as of June 30, 2024, of which $3,065,820 had been collected within the previous five fiscal years.

Date: December 10, 2024
Subject: ADOPT A RESOLUTION APPROVING THE AB 1600 ANNUAL AND FIVE-YEAR

Page 2 ends

The Transportation Impact Mitigation Fee (Fund 203) had a balance of $5,691,453 as of June 30, 2024. Of this amount, $2,318,868 has been held in excess of five years. These funds are budgeted for various roadway improvement projects in the City's Capital Improvement Program (CIP).

The Hiddenbrooke Overpass Mitigation Fee (Fund 211) had a balance of $6,943,782 as of June 30, 2024. Of this amount, $6,385,234 has been held in excess of five years. It is anticipated that these funds will be expended for construction costs associated with the Interstate 80 on/off ramp improvements at Hiddenbrooke Overpass Improvement Project (CIP Project No. PW9446). Construction is anticipated to begin in Fiscal Year 2024-25.

Attached to this report is information on each of the City's three development impact fees including; the current fee schedule and description of the basis for the fee; revenue collected, expenditures and fund balance for each of the past five fiscal years; description of projects funded with the development impact fees; and findings regarding the expenditure of the remaining available funds.

FISCAL IMPACT
There is no immediate financial impact associated with or budget action necessary as a result of the recommended actions.

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 AB1600 FY 23-24_CAO Stamp

2. AB1600 - F137-Totals FY23-24

3. AB1600 - F203 - Totals FY23-24

4. AB1600 - F211 - Totals FY23-24

CONTACT
Melissa Tigbao, P.E., Public Works Director (7074) 648-4433 [email protected]

RESOLUTION NO. 24 - _____ N.C.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING THE AB 1600 ANNUAL AND FIVE-YEAR DEVELOPMENT IMPACT FEE REPORTS FOR THE NEIGHBORHOOD PARKS IMPACT MITIGATION FEE FUND 137, TRANSPORTATION IMPACT MITIGATION FEE FUND 203, AND THE HIDDENBROOKE OVERPASS MITIGATION FEE FUND 211 FOR THE FISCAL YEAR ENDED JUNE 30, 2024 WHEREAS, the City of Vallejo has adopted certain fees designed to mitigate the impacts of new development in the City on transportation, housing, and parks and has established separate funds for the collection of said fees; and
WHEREAS, pursuant to Section 66006(b) of the Mitigation Fee Act (Government Code Section 66000 et seq., “the Act”) the City is required to make specified information regarding each fund available to the public within 180 days after the last day of the prior fiscal year; and
WHEREAS, pursuant to Section 66001(d)(1) of the Act, for the fifth fiscal year following the first deposit into the fund and every five years thereafter, the City is required to make findings with that portion of any development impact fund that remains unexpended; and WHEREAS, the Act requires that said five-year findings shall be made in connection with the information in the annual Development Impact Fee Report; and WHEREAS, the annual Development Impact Fee Reports for the fiscal year ending June 30, 2024, includes all of the required information specified in Sections 66006(b) and 66001(d)(1) of the Act; and
WHEREAS, the City Council desires to make the findings required by law with respect to the transportation, housing, and park development impact funds.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the Annual and Five-Year Development Impact Fee Reports for the fiscal year ending June 30, 2024 for the Neighborhood Parks Impact Mitigation Fee Fund 137, Transportation Impact Mitigation Fee Fund 203, and Hiddenbrooke Overpass Mitigation Fee Fund 211 in accordance with Government Code Section 66006(b) and 66001(d).

Adopted by the City Council of the City of Vallejo at a regular meeting held on December 10, 2024 with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________________

ROBERT MCCONNELL, MAYOR
ATTEST:
______________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Neighborhood Parks Impact Mitigation Fee - Fund 137
Single Family
Detached
(per unit)
Single Family
Attached
(per unit)
Duplex
(per unit)
Multiple Family
(3 or more units)
(per unit)
Mobile Home
(per unit)
$16,944.00 $15,277.90 $13,832.92 $11,609.64 $10,165.75
FINANCIAL DATA FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 Beginning Fund Balance 679,305$ 739,736$ 439,822$ 1,230,514$ 3,073,366$ Revenue
Developer Fees 37,632$ 152,529$ 812, 776$ 1, 821,082$ 53, 700$ Interest Income 22,799$ 14,351$ ( 22,084)$ 21, 770$ 151, 265$ Other Revenue -$ -$ -$ -$ -$
Total Revenue 60,431$ 166,880$ 790, 692$ 1, 842,852$ 204, 965$ Total Expenditures -$ 466,794$ -$ -$ -$ Total Available 739,736$ 439,822$ 1, 230,514$ 3, 073,366$ 3, 278,331$ $ 60,431
$ 166,880 3,278,331$
$ 790,692 3,065,820$
$ 1,842,852 212,511$
$ 204,965
3,065,820$
FY 2023-2024
Reimbursements
Total
Reimbursements
FY 19/20 - FY 23/24
$ - 466,794$
Fiscal Year 2023-2024 Fee Schedule
Revenue Collected FY 2021-22
Unexpended Revenue Over 5 Years Old
Five Year Total Revenue
Unexpended 5 Year Fee Test
Total Available (ending Fund Balance)
Five-Year Revenue Test Using First In First Out Method
Revenue Collected FY 2019-20
Revenue Collected FY 2022-23
City of Vallejo
AB 1600 Fee Report
Fund 137
Fiscal Year Ended June 30, 2024
The purpose of this fee is to provide funds to assist in paying the cost of additional park land and park improvements needed to serve the residents within the City.

All Neighborhood Parks Impact Mitigation funds for the projects identified above, including the entire unexpended fee, have been deposited in the Neighborhood Parks Mitigation Fund, which is the appropriate fund for these projects.

Revenue Collected FY 2020-21
Revenue Collected FY 2023-24
Total Revenue for Last Five Years
The above unexpended Revenue amount will fund the
Traning Pool at Cunningham Aquatic Center project.

Reimbursements to Greater Vallejo
Recreation District for Park Improvements

DESCRIPTION

NEIGHBORHOOD PARKS IMPACT MITIGATION FEE EXPENDITURES
as of 6/30/24
Transportation Impact Mitigation Fee - Fund 203
Single Family
(per unit)
Multi-Family
(per unit)
Motels/Hotels
(per unit)
Commercial
(per square foot)
Industrial
(per square
foot)
$8,633 $4,854 $4,854 $4.07 $2.03
FINANCIAL DATA FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 Beginning Fund Balance 4,078,028$ 3,544,954 $ 3,437,199 $ 3,687,812 $ 4,974,952 $ Revenue
Developer Fees 26,564$ 97,809 $ 533,246 $ 1,708,156$ 645,220 $ Interest Income 157,131$ (1,838)$ (99,084)$ 46,388$ 258,992$ Total Revenue 183,695$ 95,971 $ 434,162 $ 1,754,544$ 904,212 $ Total Expenditures 716,769$ 203,725 $ 183,550 $ 467,404 $ 187,712 $ Total Available 3,544,954$ 3,437,199 $ 3,687,812 $ 4,974,952 $ 5,691,453 $ Revenue Collected FY 2019-20 $ 183,695
Revenue Collected FY 2020-21 $ 95,971 5,691,453$ Revenue Collected FY 2021-22 $ 434,162 3,372,585$ Revenue Collected FY 2022-23 $ 1,754,544 2,318,868$ Revenue Collected FY 2023-24 $ 904,212
3,372,585$
PW9416 - Vision Zero Plan 445,010 $ $ 158,000 $ 135,675 36% $ 84,013 $ 34,013 $ 48,249 40% $ 200,000 $ 200,000 $ - 100% $ 200,000 $ 200,000 $ - 100% $ 200,000 $ 200,000 $ - 100% PW9430 - Sideshow Deterrant Project $ 1,138,450 $ 176,681 $ 120,153 16% PW9432 - SR2S Radar Feedback Sign Project $ 289,688 $ 2,500 $ 288,004 1% $ 491,978 $ 400,000 $ - 81% PW9729-Sacramento Street Road Diet $ 1,670,186 $ 429,678 $ 1,670,390 26% $ 26,168 $ 26,168 $ 22,800 100% $ 1,631,882 $ 125,000 $ 1,546,018 8% $ 796,000 $ 250,000 $ 738,106 31% $ 1,985,800 $ 400,000 $ 360,676 20% $ 948,606 $ 383,049 $ 936,931 40% 9,662,771$ $ 2,985,089 $ 5,867,000 All Transportation Impact Mitigation Fee funds for the projects identified above, including the entire unexpended fee, have been deposited in the Transportation Impact Mitigation Fund, which is the appropriate fund for these projects.

PW9417 - Traffic Calming Toolbox
PW9420 - Erosion Control
PW9421 - Turner Parkway Improvements
PW9422 - Frontage Lane Traffic Signals
PW9701-Admiral Callaghan Lane Widening
PW9730 - Citywide Road Diet Study
PW9731 - Redwood Street Road Diet
PW9735 - HSIP 5 Intersections Improvements
PW9736 - HSIP 6 Pedestrian Crossing Improvements
PW9763 - HSIP Sonoma Blvd Road Diet
Total Budgeted Funds
Transportation Impact Mitigation Fee Funded Projects as of 6/30/24

DESCRIPTION
Approved Project
Budget
Approved
Project Budget
Funded
with Fee
Total Project
Expenditures
(All Funding Sources)
% of Project
Funded
with Fee
City of Vallejo
AB 1600 Fee Report
Fiscal Year Ended June 30, 2024
Fund 203
Total Revenue for Last Five Years project(s) listed below.

The purpose of this fee is to fund the modification or improvement to existing transportation facilities and to fund construction of new transportation facilities in the form of new streets, bridges, signals and other improvements to maintain existing levels of service required to mitigate the impact of new residential, commercial and industrial development.

Fiscal Year 2023-2024 Fee Schedule
Five-Year Revenue Test Using First In First Out Method
Unexpended 5 Year Fee Test
Total Available (ending Fund Balance)
Five Year Total Revenue
Unexpended Revenue Over 5 Years Old
The above Unexpended Revenue amount will fund the
Hiddenbrooke Overpass Mitigation Fee - Fund 211
FY 2023-2024 Fee
Hiddenbrooke
Overpass
Mitigation Fee
(per unit)
$6,000
FINANCIAL DATA FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 Beginning Fund Balance 8,064,313$ 8,280,499 $ 8,050,996 $ 7,746,359 $ 7,356,337 $ Revenue
Developer Fees - 1,947 $ - $ - $ 6,346$ Interest Income 312,846$ (4,101) $ (214,174)$ 83,551 $ 363,648 $ Other Revenue -$ 23,483$ - $ - $ (14,998)$ Total Revenue 312,846$ 21,329 $ (214,174)$ 83,551 $ 354,996 $ Total Expenditures $ 82,626 $ 241,313 $ 76,421 $ 461,513 $ 783,647 Transfers In/(Out) $ (14,034) $ (9,519) $ (14,042) $ (12,060) $ (16,096) Total Available 8,280,499$ 8,050,996 $ 7,746,359 $ 7,356,337 $ 6,943,782 $ $ 312,846
$ 21,329 6,943,782$
$ (214,174) 558,548$
$ 83,551 6,385,234$
$ 354,996
558,548$
Total
Current Project
Budget *
Project
Expenditures
FY 00/01 - FY 23/24 FY 00/01 - FY 23/24
1,598,667$ 1,598,667 $ 100%
1,227,333$ 686,440 $ 100%
2,826,000$ 2,285,106 $
* The Hiddenbrooke Overpass Project was established in FY 2000-2001. Budget from Fund 211 has been allocated to the project since its' inception to fund Preliminary Design/Environmental and Design work. Additional budget (Unexpended Revenue) from Fund 211 will be allocated to the project budget prior to the commencment of the construction phase.

All Hiddenbrooke Overpass Mitigation Fee funds for the project identified above, including the entire unexpended fee, have been deposited in the Hiddenbrooke Overpass Mitigation Fund, which is the appropriate fund for this project.

HIDDENBROOKE OVERPASS MITIGATION FEE FUNDED PROJECTS as of 6/30/24

DESCRIPTION
Estimated
Project
Cost
% of Project
Funded
with Fee
Hiddenbrooke Overpass Improvement Study
(PW9967)
Hiddenbrooke Overpass Improvement
(PW9446 )
8,000,000$
TOTAL
Revenue Collected FY 2022-23 Unexpended Revenue Over 5 Years Old Revenue Collected FY 2022-23 The above Unexpended Revenue will fund Total Revenue for Last Five Years the project listed below.

Revenue Collected FY 2019-20 Unexpended 5 Year Fee Test Revenue Collected FY 2020-21 Total Available (ending Fund Balance) Revenue Collected FY 2021-22 Five Year Total Revenue
Five-Year Revenue Test Using First In First Out Method
City of Vallejo
AB 1600 Fee Report
Fiscal Year Ended June 30, 2024
Fund 211
The purpose of this fee is to fund improvements to the existing Hiddenbrooke overpass required to mitigate the impact of new residential development within the Hiddenbrooke development area.

CONSENT CALENDAR 8.J.

DATE: December 10, 2024
TO: Mayor and Members of the City Council
FROM: Kristin Pollot, AICP, Planning and Development Services Director SUBJECT: ADOPT A RESOLUTION APPROVING THE FOURTH AMENDMENT TO THE EXISTING

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH LAND LOGISTICS, INC, TO INCREASE COMPENSATION BY $100,000 UP TO A MAXIMUM OF $300,000, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

RECOMMENDATION
Adopt a Resolution approving the Fourth Amendment to the Consultant and Professional Services Agreement with Land Logistics, Inc. to increase compensation by $100,000 up to a maximum of $300,000, and authorizing the City Manager to execute same.

REASONS FOR RECOMMENDATION
For the better part of 2024, the Planning Division has been significantly under-staffed. While working diligently to fill vacant positions, the Planning Division has required the assistance of consultants to keep up with workloads and support our customers.

BACKGROUND AND DISCUSSION
Land Logistics, Inc. (“Land Logistics”) is a consulting firm that specializes in contract planning and environmental review services. Land Logistics has been providing contract planning services to the Planning Division since March 2023, on an as-needed basis, to supplement staffing and provide assistance while the department has worked to recruit for full-time positions.

The Planning Division has recently completed several successful recruitments, and as of December 2nd will be fully staffed with permanent employees; however, the contract with Land Logistics needs to be increased in order to cover the contract planning service provided to date (through the end of November). Following execution of this Fourth Amendment, the Planning Division is not expecting to need any additional contract staffing support for regular service augmentation.

The original Consultant and Professional Services Agreement for Land Logistics was entered into on March 15, 2023, in an amount not-to-exceed $30,400 (“Agreement”). The Agreement had a one-year term, with options to extend at intervals of one year, for a maximum term of three years.

On December 4, 2023, the Agreement was amended to add additional services, extend the term by three months to expire on June 30, 2024, and to increase compensation up to a total not-to-exceed amount of $58,320 (“First Amendment”).

On March 19, 2024, the Agreement was amended again to increase compensation by $41,680, for a total not- to-exceed $100,000 (“Second Amendment”).

On May 29, 2024, the Agreement was amended for a third time (“Third Amendment”) to add additional services and increase compensation by an additional $100,000 for a total not to exceed $200,000.

Date: December 10, 2024
Subject: ADOPT A RESOLUTION APPROVING THE FOURTH AMENDMENT TO THE EXISTING

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH LAND LOGISTICS, INC, TO INCREASE COMPENSATION BY $100,000 UP TO A MAXIMUM OF $300,000, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

Page 2 ends

On June 17, 2024, the City issued a letter, exercising its option to extend the term of the Agreement by one year, to expire on June 30, 2025.

Staff is now requesting a Fourth Amendment to the Agreement to increase compensation to a maximum not- to-exceed amount $300,000, in order to cover all remaining costs within the term of the Agreement.

FISCAL IMPACT
The proposed action to amend the agreement with Land Logistics to increase the contract amount from $200,000 to a new not-to-exceed amount of $300,000, will come from the existing budget of the department.

There will be no impact on the General Fund as a result of the recommended actions.

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

ATTACHMENTS

1. Resolution Land Logistics 4th Amendment_CAO Stamp

2. 4th Amendment Land Logistics_CAO Stamp

3. 3rd Amendment Land Logistics

4. 2nd Amendment Land Logistics

5. 1st Amendment Land Logistics

6. Land Logistics Extension Letter

7. Consultant and Professional Services Agreement Land Logistics

CONTACT
Kristin Pollot, Planning & Development Services Director (707) 648-4382 [email protected]

RESOLUTION NO. 24- _____ N.C.

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

FOURTH AMENDMENT TO THE CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH LAND LOGISTICS, INC. TO INCREASE COMPENSATION BY $100,000 UP TO A MAXIMUM NOT TO EXCEED $300,000, AND AUTHORIZING THE CITY MANAGER

TO EXECUTE SAME
WHEREAS, the City of Vallejo Planning and Development Services Department Planning Division uses contract planning services on an as-needed basis to assist staff with plan review, and other work related to planning permits during periods of high construction activity or for projects requiring specialized knowledge; and
WHEREAS, contractual support supplements the City staff's effort to reduce permit processing turn-around time, manage the workload in light of fluctuating demand and allows the Planning Division to maintain critical staffing levels; and
WHEREAS, Land Logistics, Inc. (“Consultant”) provides consultant staffing support services to the City’s Planning Division under a Consultant and Professional Services Agreement entered into on March 15, 2023, in an amount not to exceed $30,400 (“Agreement”). The Agreement had a one-year term, with options to extend in intervals of one year, for a maximum term of three years; and
WHEREAS, on December 4, 2023, the parties amended the Agreement to add additional services, extend the term by three months to expire on June 30, 2024, and to increase compensation up to a total not to exceed of $58,320 (“First Amendment”); and WHEREAS, on March 19, 2024, the parties amended the Agreement to increase compensation by $41,680, for a total not to exceed $100,000 (“Second Amendment”); and WHEREAS, on May 29, 2024, the parties amended the Agreement to add additional services and increase compensation by an additional $100,000 for a total not to exceed $200,000; and WHEREAS, by letter issued June 17, 2024, the City exercised its option to extend the term of the Agreement by one year, to expire on June 30, 2025; and WHEREAS, the parties desire to amend the Agreement to increase compensation to a maximum not to exceed $300,000.00 to cover the costs of the Consultant’s costs through the end of the term.

WHEREAS, a Fourth Amendment to the Agreement is attached as Exhibit A to this Resolution; and
WHEREAS, the City’s Planning and Development Services Department salary savings will pay for this work.

NOW, THEREFORE BE IT RESOLVED that the City Council hereby approves the Fourth Amendment to the Consultant and Professional Services Agreement between the City of Vallejo and Land Logistics, Inc. by $100,000 up to a maximum not to exceed $300,000.

BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute same, with any modifications recommended by the City Attorney.

Adopted by the City Council of the City of Vallejo at a regular meeting held on December 10, 2024, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________________

ROBERT MCCONNELL, MAYOR
ATTEST: ______________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Fourth Amendment to Agreement Between City of Vallejo and Land Logistics, Inc. Page 1 of 3

FOURTH AMENDMENT TO THE

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT BETWEEN

CITY OF VALLEJO
AND
LAND LOGISTICS, INC.

This Fourth Amendment to the Consultant and Professional Services Agreement made and entered into on March 15, 2023, hereafter referred to as “Agreement”, between Land Logistics, Inc. therein referred to as “Consultant”, and the City of Vallejo, a municipal corporation, therein referred to as City, is made and entered into on this 11th day of December 2024.

WHEREAS, Consultant provides interim staffing support services to the City’s Planning Division pursuant to a Consultant and Professional Services Agreement entered into on March 15, 2023, in the amount of $30,400 for a one -year term, with options to extend in intervals of one year for a maximum term of three years (“Agreement”); and WHEREAS, on December 4, 2023, the City amended the Agreement to add additional planning staff services, increase compensation to $58,320.00, and extend the term of the contract to expire on June 30, 2024 (“First Amendment”); and WHEREAS, on March 19, 2024, the City entered into a Second Amendment to add additional staff services and increase compensation to $100,000.00; and WHEREAS, on May 28, 2024, the City Council approved a Third Amendment to add additional staff services and increase the compensation to $200,000.00; and WHEREAS, by letter issued June 17, 2024, the City exercised its option to extend the term of the Agreement by one year, to expire on June 30, 2025; and WHEREAS, the parties desire to amend the Agreement to increase compensation to a maximum not to exceed $300,000.00 to cover the costs of the Consultant’s costs through the end of the term.

NOW THEREFORE, Consultant and City do mutually agree as follows:

1. Consultant’s Compensation. Section 1.A of Exhibit B of the Agreement, “Compensation,” is hereby revised to read as follows:
“A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement, for a total not to exceed Three Hundred Thousand Dollars and Zero Cents ($300,000.00).”

Fourth Amendment to Agreement Between City of Vallejo and Land Logistics, Inc. Page 2 of 3

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

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

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

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

6. Authority. The person signing this Fourth Amendment for Consultant hereby represents and warrants that he or she is fully authorized to sign this Fourth Amendment on behalf of Consultant.
(SIGNATURES ARE ON THE FOLLOWING PAGE)
Fourth Amendment to Agreement Between City of Vallejo and Land Logistics, Inc. Page 3 of 3 IN WITNESS WHEREOF, the parties have entered into this Fourth Amendment on the day and year first hereinabove appearing.

Land Logistics, Inc.
a California corporation
BY:

Brian Millar, AICP
President
DATE:
(City Seal)

CITY OF VALLEJO,
a municipal corporation
BY:

Andrew Murray
City Manager
DATE:

ATTEST:

DAWN G. ABRAHAMSON
City Clerk
APPROVED AS TO CONTENT:

Kristin Pollot, AICP
Planning & Development Services Director
APPROVED AS TO FORM:

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

Armond Sarkis
Risk Manager
J u n 1 1, 2 0 2 4 1 2: 2 6 P M, 1 2 3 4 4 1 7 0 3 6
C o ntr a ct a n d R o uti n g F or m
C o ntr a ct N u m b er : 2 3 -P S 1 4 5
D at e Ori gi n at e d:

Fi n a nc e D e p art m e nt ∙ 5 5 5 S a nt a Cl ar a Str e et ∙ V all ej o ∙ C A ∙ 9 4 5 9 0 ∙ 7 0 7. 6 4 8. 4 5 9 2 D e p art m e nt: Pl a n ni n g a n d B uil di n g S er vi c e s, B uil di n g Di vi si o n St aff C o nt a ct: D al e Mill er, d al e. mill er @ cit y of v all ej o. n et C o ntr a ct T y p e: A m e n d m e nt
V e n d or: L a n d L o gi sti c s V e n d or N u m b er: 1 0 3 2 8 4 C o ntr a ct N ot t o E x c e e d A m o u nt: 2 0 0 0 0 0. 0 0 C o ntr a ct St art D at e: J u n 1 1, 2 0 2 4 E n d D at e: M ar 1 5, 2 0 2 3 O pti o n t o E xt e n d: I n cr e a s e i n i nt er v al s of 1 y e ar n ot t o e x c e e d t hr e e y e ar s.

A ut h orit y t o C o ntr a ct: Cit y C o u n cil D at e t o C o u n cil: M a y 2 8, 2 0 2 4 Att a c h m e nts ar e u pl o a d e d f or r e vi e w h er e : htt ps:// bit.l y/ v C o ntr acts A p pr o v e d Pr e -R e q ui siti o n F or m
Ori gi n al A gr e e m e nt wit h a n y A m e n d m e nt s I n s ur a n c e
I h a v e u pl o a d e d a d diti o n al fil e s. N o
D o c u Si g n E n v el o p e I D: 0 3 9 0 2 F 4 C- E E E 5- 4 0 D 5- 9 5 B 4- D D 0 8 8 E A B 4 6 D 1 Contract and Routing Form
6LJQDWXUH3DJH
Department Initial Date Comment
Originating Department/Division
Risk Manager
City Attorney's Office
Department Head
Finance Department
City Manager
City Clerk

Return executed contract to: 'DOH0LOOHU
'RFX6LJQ(QYHORSH,'

)&((('
%''($%'

-XQ
30
Pre-Requisition Form
&RQWUDFW1XPEHU
36

Finance Department · 555 Santa Clara Street · Vallejo · CA · 94590 · 707.648.4592 Department:3ODQQLQJDQG'HYHORSPHQW6HUYLFHV%XLOGLQJ'LYLVLRQ Staff Contact:'DOH0LOOHUGDOHPLOOHU#FLW\RIYDOOHMRQHW Vendor: /DQG/RJLVWLFV Vendor Number
Term:3XUFKDVHWKLV)<
Anticipated Purchase Date:0DU

Anticipated Contract Type:$PHQGPHQW
Purchasing Authority: &LW\&RXQFLO Anticipated Date to Council:0D\ Total Projected Expenditure:

Multiple Project Numbers? Multiple Account Numbers? No, just one
Description of Proposed Purchase:
&RQVXOWLQJ
I have reviewed the city-wide contracts, expenditure and encumbrance reports to comply with the VMC. ,WLVDQH[LVWLQJYHQGRUDQG,DPZRUNLQJWRWDNHDQDFWLRQWRWKH&LW\&RXQFLOEHFDXVHLWZLOOH[FHHGWKH&LW\ ZLGHFDSRILQDVLQJOH)<
Competitive Process: ,DPH[HPSWIURPKDYLQJWRFRPSOHWHD&RPSHWLWLYH3URFHVV
Exemption Explanation:
$PHQGPHQW
Explanation for Vendor Selection:
$PHQGPHQW

Uploaded documents available for review https://bit.ly/vPreReqs. :DUUDQW\1R
2ULJLQDO&RQWUDFW$JUHHPHQW$PHQGPHQW

'RFX6LJQ(QYHORSH,'

)&((('
%''($%'

'RFX6LJQ(QYHORSH,'

)&((('
%''($%'
3UH5HTXLVLWLRQ6LJQDWXUH6HFWLRQ

Department Comment

Delegated Signee:*LOOLDQ+DHQ
Title:$VVLVWDQW&LW\0DQDJHU
E-mail:JLOOLDQKDHQ#FLW\RIYDOOHMRQHW

B 6LJQDWXUH'DWH

Route Final HTE PO to City Clerk for Contract Log

'RFX6LJQ(QYHORSH,'

)&((('
%''($%'

7KLUG$PHQGPHQWWR$JUHHPHQW%HWZHHQ&LW\RI9DOOHMRDQG/DQG/RJLVWLFV,QF 3DJHRI

7+,5'$0(1'0(1772
$*5((0(17%(7:((1
&,7<2)9$//(-2
$1'
/$1'/2*,67,&6,1&

7KLV7KLUG$PHQGPHQWWRWKH 0DVWHU$JUHHPHQWPDGHDQGHQWHUHGL QWRRQ 0DUFK KHUHDIWHU UHIHUUHG WR DV ³$JUHHPHQW´ EHWZHHQ /DQG /RJLVWLFV ,QF D &DOLIRUQLD FRUSRUDWLRQ WKHUHLQ UHIHUUHG WR DV ³&RQVXOWDQW´ DQG WKH &LW\ RI 9DOOHMR D PXQLFLSDO FRUSRUDWLRQWKHUHLQUHIHUUHGWRDV³&LW\´LVPDGHDQGHQWHUHGLQWRRQWKLV WKGD\RI0D\

&RQVXOWDQWDQG&LW\GRPXWXDOO\DJUHHDVIROORZV

$GGLWLRQDO6HUYLFHV 7KHVFRSHRIVHUYLFHVWREHSURYLGHGDVVSHFLILHGLQ([KLELW $RIWKH$JUHHPHQWLVKHUHE\DPHQGHGWRLQFOXGHWKHVHUYLFHVGHVFULEHGLQ([KLELW$± RIWKLV7KLUG$PHQGPHQWDWWDFKHGKHUHWRDQGLQFRUSRUDWHGE\UHIHUHQFH
&RQVXOWDQW¶V&RPSHQVDWLRQ 6HFWLRQ$RI([KLELW%RIWKH$JUHHPHQWLVKHUHE\ UHYLVHGWRUHDGDVIROORZV

³$6HUYLFHV
&LW\DJUHHVWRSD\&RQVXOWDQWDWWKHUDWH
V
VSHFLILHGEHORZIRUWKRVH
VHUYLFHV VHW IRUWK LQ ([KLELW $ RI WKLV $JUHHPHQW IRU D WRWDOQRW WR H[FHHG 7ZR +XQGUHG7KRXVDQG'ROODUVDQG=HUR&HQWV

´

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
,QFRQVLVWHQFLHV ,Q WKH HYHQW RI DQ\ FRQIOLFW RU LQFRQVLVWHQF\ EHWZHHQ WKH SURYLVLRQV RI WKLV 7KLUG $PHQGPHQW DQG WKH $JUHHPHQW WKH SURYLVLRQV RI WKLV 7KLUG $PHQGPHQWVKDOOFRQWUROLQDOOUHVSHFWV

$PELJXLWLHV 7KH SDUWLHV KDYH HDFK FDUHIXOO\ UHYLHZHG WKLV 7KLUG $PHQGPHQW DQGKDYHDJUHHGWRHDFKWHUPRIWKLV7KLUG$PHQGPHQW1RDPELJXLW\VKDOOEHSUHVXPHG WREHFRQVWUXHGDJDLQVWHLWKHUSDUW\

&RXQWHUSDUWV 7KLV7KLUG$PHQGPHQWPD\EHH[HFXWHGE\WKHSDUWLHVLQRQHRU PRUHFRXQWHUSDUWVDOORIZKLFKFROOHFWLYHO\VKDOOFRQVWLWXWHRQHGRFXPHQWDQGDJUHHPHQW 'RFX6LJQ(QYHORSH,'

)&((('
%''($%'

7KLUG$PHQGPHQWWR$JUHHPHQW%HWZHHQ&LW\RI9DOOHMRDQG/DQG/RJLVWLFV,QF 3DJHRI

$XWKRULW\ 7KH SHUVRQ VLJQLQJ WKLV 7KLUG $PHQGPHQW IRU &RQVXOWDQW KHUHE\ UHSUHVHQWVDQGZDUUDQWVWKDWKHRU VKHLVIXOO\DXWKRUL]HGWRV LJQWKLV7KLUG$PHQGPHQW RQEHKDOIRI&RQVXOWDQW

6,*1$785(6$5(217+()2//2:,1*3$*(

'RFX6LJQ(QYHORSH,'

)&((('
%''($%'
7KLUG$PHQGPHQWWR$JUHHPHQW%HWZHHQ&LW\RI9DOOHMRDQG/DQG/RJLVWLFV,QF 3DJHRI ,1:,71(66:+(5(2)WKHSDUWLHVKDYHHQWHUHGLQWRWKLV7KLUG$PHQGPHQWRQWKHGD\ DQG\HDUILUVWKHUHLQDERYHDSSHDULQJ
/DQG/RJLVWLFV,QF
D&DOLIRUQLD&RUSRUDWLRQ
%<

%ULDQ0LOODU$,&3
3UHVLGHQW
'$7(

&LW\6HDO

&,7<2)9$//(-2
DPXQLFLSDOFRUSRUDWLRQ
%<

$QGUHZ0XUUD\
&LW\0DQDJHU
'$7(

$77(67

'$:1*$%5$+$0621
&LW\&OHUN
$33529('$672&217(17

*LOOLDQ+DHQ
$VVLVWDQW&LW\0DQDJHU
$33529('$672)250

9HURQLFD$)1HEE
&LW\$WWRUQH\
$33529('$672,1685$1&(

$UPRQG6DUNLV
5LVN0DQDJHU
'RFX6LJQ(QYHORSH,'

)&((('
%''($%'

LAND

LOGISTICS

PLANNING & DEVELOPMENT SERVICES
April 5, 2024
Proposed Amendment to Interim Planning Consultant Services for the City of Vallejo Scope of Work
Land Logistics, Inc., (Land Logistics) will continue to provide interim staffing support services to the Planning Division of the Planning & Development Services Department to perform general Planning duties, currently utilizing Senior Planner Robby Thacker. Associate Planners also remain available to assist, as needed.

This proposed Amendment to that scope of wo rk will add provision of an interim Assistant Planner, who would work full-time (5 days/week, 40 hours/week) at the City offices, with anticipated duties including staf fing of front Planning counter , addressing public inquiries, taking phone calls, preparing correspondence and responding to emails for the Planning Division. Duties may also include intake and ro uting of development applications; and review and processing of use permits, building permit s, sign permits, business licenses, and other development permits, as assigned, for comp liance with applicable Zoning/ development standards. Land Logistics will utilize Erica McCray for this assignment. Her start date would be April 29, 2024.

Term of Agreement
The term of this Agreement shall run throug h August 31, 2024, and may be extended or modified as may be agreed upon by both the City and Land Logistics. It is our understanding Ms. McCray may apply for an Assistant Planner position with the City when advertised.

Costs
This amendment would increase the not-to-exceed costs from $100,000 to $200,000. -Assistant Planner: $100/hr
-Associate Planner: $120/hr
-Senior Planner: $135/hr
Sincerely,
Brian Millar, AICP
President
Land Logistics, Inc.

Ph: 530-902-9218
Email: [email protected]
216 F Street, #38 • Davis, CA 95616 • 530.902.9218
'RFX6LJQ(QYHORSH,'

)&((('
%''($%'

Second Amendment to Agreement Between City of Vallejo and Land Logistics, Inc. Page 1 of 3

SECOND AMENDMENT TO

AGREEMENT BETWEEN

CITY OF VALLEJO
AND
LAND LOGISTICS, INC.

This Second Amendment to the Consultant and Professional Services Agreement made and entered into on March 15, 2023, hereafter referred to as Agreement, between Land Logistics, Inc., a California corporation, therein referred to as Consultant, and the City of Vallejo, a municipal corporation, therein referred to as C ity, is made and entered into on this 19th day of March 2024.

Consultant and City do mutually agree as follows:

1. Additional Services. Exhibit A of the Agreement is hereby replaced in its entirety with a new Exhibit A, attached hereto and incorporated herein by reference.

2. Consultant’s Compensation. Section 1.A of Exhibit B of the Agreement is hereby revised to read as follows:

“A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement, for a total not to exceed One Hundred Thousand Dollars and Zero Cents ($100,000.00).”

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

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

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

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

DocuSign Envelope ID: AE955E7E-490A-4D0B-B8F2-28738B817D7C

Second Amendment to Agreement Between City of Vallejo and Land Logistics, Inc. Page 2 of 3

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

(SIGNATURES ARE ON THE FOLLOWING PAGE)
DocuSign Envelope ID: AE955E7E-490A-4D0B-B8F2-28738B817D7C

Second Amendment to Agreement Between City of Vallejo and Land Logistics, Inc. Page 3 of 3

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

Land Logistics,
a California corporation

BY:

Brian Millar, AICP
President

DATE:

_________________________________
Vallejo Business License No.

(City Seal)

CITY OF VALLEJO,
a municipal corporation

BY:

Gillian Haen
Assistant City Manager

DATE:

ATTEST:

DAWN G. ABRAHAMSON
City Clerk

APPROVED AS TO CONTENT:

Christina Ratcliffe, AICP
Planning & Development Services Director

APPROVED AS TO FORM:

Veronica A. F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager

DocuSign Envelope ID: AE955E7E-490A-4D0B-B8F2-28738B817D7C 3/27/2024
4/9/2024

Nov 30, 2023 9:32 AM, 1169488385
Contract and Routing Form
Date Originated:

Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Planning and Building Services, Planning Division Staff Contact: Dale Miller, [email protected] Contract Type: Amendment
Vendor: Land Logistics Vendor Number:103284
Business License Number: 11706231
Contract Not to Exceed Amount: 58320.00
Contract Start Date: Mar 15, 2023 End Date: Jun 30, 2024 Authority to Contract: City Manager
Other Comments:

Contract # 23-PS145
Attachments are uploaded for review here: https://bit.ly/vContracts Approved Pre-Requisition Form
Original Agreement with any Amendments
Insurance
DocuSign Envelope ID: 5BB5EA77-649B-4C87-9D8D-6B42B24FC2F0 23-PS145
Contract and Routing Form
Signature Page
Department Initial Date Comment
Originating Department/Division
Risk Manager
City Attorney's Office
Department Head
Finance Department
City Manager
City Clerk

Return executed contract to: Dale Miller
DocuSign Envelope ID: 5BB5EA77-649B-4C87-9D8D-6B42B24FC2F0 11/30/2023
11/30/2023
11/30/2023
12/8/2023
12/8/2023
12/9/2023
12/9/2023

First Amendment to Agreement Between City of Vallejo and Land Logistics, Inc. Page 1 of 3 (Rev. 09/13)

FIRST AMENDMENT TO

AGREEMENT BETWEEN

CITY OF VALLEJO
AND
LAND LOGISTICS, INC.

This First Amendment to the Consultant and Professional Services Agreement made and entered into on March 15, 2023, hereafter referred to as “Agreement,” between Land Logistics, Inc., a California corporation, therein referred to as “Consultant,” and the City of Vallejo, a municipal corporation, therein referred to as “City,” is made and entered into on this 4th day of December 2023.

Consultant and City do mutually agree as follows:

1. Additional Services. The Scope of Work set forth in Exhibit A of the Agreement is hereby revised to include the following additional services (“Additional Services”):

“Consultant shall provide interim staffing support services to the Planning Division of the Planning & Development Services Department to perform the following general work tasks: Staffing of front Planning counter three days per week (initially anticipated as 8- hour workdays on Monday -Wednesday-Thursday and generally 24 hours/week), addressing public inquiries, taking phone calls, preparing correspondence and responding to emails for the Planning Division. Duties may also include intake and routing of development applications; and review and processing of use permits, building permits, sign permits, business licenses, and other development permits, as assigned, for compliance with applicable Zoning/ development standards. Consultant will utilize Senior Planner Robby Thacker for this assignment.”

2. Payment for Additional Services.

a. Section 1.A of Exhibit B of the Agreement is hereby revised to read as follows:

“Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement, for a total not to exceed Fifty-Eight Thousand Three Hundred and Twenty Dollars and Zero Cents ($58,320.00).

b. Attachment 1 to Exhibit B of the Agreement is hereby revised to read as follows:

“Consultant will bill work performed by Ms. Shine at an hourly rate of $115.00.

Consultant will bill work performed by Mr. Thacker at an hourly rate of $135.00.”
DocuSign Envelope ID: 5BB5EA77-649B-4C87-9D8D-6B42B24FC2F0

First Amendment to Agreement Between City of Vallejo and Land Logistics, Inc. Page 2 of 3 (Rev. 09/13)

Revised Term of the Agreement. The first sentence of Section 16 of the Agreement is hereby revised to read as follows:

“The term of this Agreement shall commence on March 15, 2023 and shall continue in full force and effect until June 30, 2024.”

The remainder of Section 16 shall remain the same.

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

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

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

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

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

(SIGNATURES ARE ON THE FOLLOWING PAGE)
DocuSign Envelope ID: 5BB5EA77-649B-4C87-9D8D-6B42B24FC2F0 First Amendment to Agreement Between City of Vallejo and Land Logistics, Inc. Page 3 of 3 (Rev. 09/ 13)
IN WITNESS WHEREOF, the parties have entered into this First Amendment on the day and year first hereinabove appearing.

Land Logistics,
A California corporation
By:

Brian Millar, AICP
President
DATE
: ____________________
11706231
Vallejo Business License No.
(City
Seal)

CITY OF VALLEJO,
A municipal corporation
By:__
______________________
Michael Malone
City Manager
DATE
:___________
ATTEST:

By:_______
_________________
Dawn G. Abrahamson
City Clerk

APPROVED
AS TO CONTENT:
___________
_______________
Christina Ratcliffe, AICP
Planning and Development Services
Director

APPROVED
AS TO INSURANCE:
___________
_______________
Armond Sarkis
Risk Manager

APPROVED
AS TO FORM:

Veronica A. F. Nebb
City Attorney
DocuSign Envelope ID: 5BB5EA77-649B-4C87-9D8D-6B42B24FC2F0 11/30/2023
12/9/2023

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

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

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

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

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

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

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

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

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

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

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

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

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

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

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

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

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

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

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

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

AUTOS ONLY
1/30/2023
(HD) Heffernan Insurance Brokers
1350 Carlback Avenue
Walnut Creek CA 94596
Heffernan Insurance Brokers
925-934-8500
925-934-8278
[email protected]
License#: 0564249
Citizens Insurance Company of America
31534
LANDLOG-02
The Hanover American Insurance Company
36064
Land Logistics, INC
216 F Street, Suite 38
Davis CA 95616
Hanover Insurance Company
22292
Lloyd's of London
1069736821
A
X
2,000,000
X
300,000
5,000
2,000,000
4,000,000
X
Y
Y
OBFA21581209
1/31/2023
1/31/2024
4,000,000
A
Included in GL
X
X
OBFA21581209
1/31/2023
1/31/2024
B
X
Y
WZFA83165007
1/22/2023
1/22/2024
1,000,000
1,000,000
1,000,000
C
D

PROFESSIONAL LIABILITY

CYBER LIABILITY
LHFA21437510
ESL0039583091
1/31/2023
12/20/2022
1/31/2024
12/20/2023

PER CLAIM/AGGREGATE
LIMIT
$1M/$1M
$2,000,000
The City of Vallejo, its officers, officials, employees, agents and volunteers are included as an additional insured and primary with respects to the General Liability Policy per the attached endorsements, if required. Waiver of Subrogation is included on General Liability and Workers Compensation policies per the attached endorsement, if required.

City of Vallejo
Attn: Anthony Cook
Community Development Department
555 Santa Clara Street, #3
Vallejo, CA 94590
DocuSign Envelope ID: 5BB5EA77-649B-4C87-9D8D-6B42B24FC2F0

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

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

Schedule
Person or Organization Job Description
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No.

Insured
Insurance Company
Countersigned By
WC 04 03 06 (Ed 04-84)

APPLIES AS BLANKET WAIVER

FOR THOSE HAVING A WRITTEN

CONTRACT WITH THE POLICY-

HOLDER REQUIRING WOS FOR
WC POLICYHOLDER EMPLOYEES.

2 WZF-A831650-07

THE HANOVER AMERICAN INSURANCE COMPANY
DocuSign Envelope ID: 5BB5EA77-649B-4C87-9D8D-6B42B24FC2F0 DocuSign Envelope ID: 5BB5EA77-649B-4C87-9D8D-6B42B24FC2F0 DocuSign Envelope ID: 5BB5EA77-649B-4C87-9D8D-6B42B24FC2F0 DocuSign Envelope ID: 5BB5EA77-649B-4C87-9D8D-6B42B24FC2F0 DocuSign Envelope ID: 5BB5EA77-649B-4C87-9D8D-6B42B24FC2F0 DocuSign Envelope ID: 5BB5EA77-649B-4C87-9D8D-6B42B24FC2F0

Planning Division ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.649.5452

Land Logistics ATTN: Brian Millar
216 F. Street #38, Davis, CA 95616

RE: EXERCISE OF OPTION TO EXTEND
Contract Number: 23-PS145
By and Between: City of Vallejo / Land Logistics

Dear Mr. Brian Millar,

Pursuant to paragraph 16 of the Consultant and Professional Services Agreement (“Agreement”) dated March 15, 2023 the City hereby provides written notice exercising its option to extend the Agreement an additional one year. The new termination date shall now be March 15, 2025 unless otherwise extended by the City pursuant to paragraph 16 and/or Vallejo Municipal Code Chapter 3.20.

All other provisions of the Agreement remain unchanged and in full force and effect.

If you have any questions, please contact Dale Miller at [email protected].

Sincerely,

Gillian Haen
Assistant City Manager
DocuSign Envelope ID: 03902F4C-EEE5-40D5-95B4-DD088EAB46D1

Mar 16, 2023 2:13 PM, 1080428774
Contract and Routing Form

Requisition Number: 1080416616

Date Originated:

Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Planning and Building Services, Planning Division Staff Contact: Anthony Cook, [email protected] Contract Type: Professional Services Agreement
Vendor: Land Logistics Vendor Number:103284
Business License Number: 11706231

Contract Not to Exceed Amount: 30400.00
Contract Start Date: Mar 15, 2023 End Date: Mar 15, 2024 Option to Extend: City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to Consultant. The total duration of this Agreement, including the exercise of any options under this section, shall not exceed three years.

Authority to Contract: Department Director
Other Comments:

This will be funded with Planning's Other Professional Services budget.

Insurance is attached

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

Approved Pre-Requisition Form

Insurance
I have uploaded additional files.No
DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450 Contract and Routing Form
Signature Page
Department Initial Date Comment
Originating Department/Division
Risk Manager

Finance Department

City Attorney

City Manager

City Clerk

Return executed contract to: Anthony Cook
DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450 3/16/2023
3/17/2023
3/17/2023
3/21/2023
3/21/2023

Land Logistics Professional Services Agreement Page 1 of 10

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT

LAND LOGISTICS, INC.

This Consultant and Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 15th day of March, 2023, by and between the City of Vallejo, a municipal corporation ("City"), and Land Logistics, Inc., hereinafter referred to as “Consultant”, who agree as follows:

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

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

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

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

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

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

DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

Land Logistics Professional Services Agreement Page 2 of 10

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

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

8. Independent Contractor. Consultant is an independent contractor.

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

9. Licenses, Permits, Etc. Consultant represents and warrants to City that all consultant services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Agreement and that Consultant has all the permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

Land Logistics Professional Services Agreement Page 3 of 10 licenses, permits, and approvals which are legally required for Consultant to practice its profession.

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

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

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

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

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

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

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

Land Logistics Professional Services Agreement Page 4 of 10 lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

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

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

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

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

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

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

16. Term. The term of this Agreement shall commence on March 15, 2023 and shall continue in full force and effect until March 15, 2024.

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

If the term of this Agreement extends into fiscal years subsequent to that in which DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

Land Logistics Professional Services Agreement Page 5 of 10 it is initially approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo.

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

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

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

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

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

DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

Land Logistics Professional Services Agreement Page 6 of 10

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

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

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

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

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

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

22. Non-Discrimination/Fair Employment Practices.

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

Consultant warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race , religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

Land Logistics Professional Services Agreement Page 7 of 10 orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

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

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.

(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

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

If to City: Margaret Kavanaugh-Lynch
Planning Manager
Planning and Development Svcs. Dept.
555 Santa Clara Street
Vallejo, CA 94590
Email address

If to Consultant: Brian Millar, AICP
President
Land Logistics
216 F Street, #38
Davis, CA 95616
[email protected]

Any party may change its address for receiv ing notices by giving written notice of such change to the other party in accordance with this section.

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

25. Severability Clause. Should any provision of this Agreement ever be DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

Land Logistics Professional Services Agreement Page 8 of 10 deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

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

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

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

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

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

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

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

DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

Land Logistics Professional Services Agreement Page 9 of 10

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

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

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

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

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

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

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

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

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

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

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

[SIGNATURES ON FOLLOWING PAGE]

DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

Land Logistics Professional Services Agreement Page 10 of 10

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

Land Logistics,
a California corporation

B y :

Brian Millar, AICP
President

D A T E :

11706231

Vallejo Business License No.

(City Seal)

CITY OF VALLEJO,
a municipal corporation

B y :

Christina Ratcliffe, AICP
Planning and Development Services
Director

D A T E :

ATTEST:

B y :

Dawn G. Abrahamson
City Clerk

APPROVED AS TO CONTENT:

Margaret Kavanaugh-Lynch
Planning Manager

APPROVED AS TO FORM:

Veronica A.F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Mana
ger

DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450 3/16/2023
3/21/2023

LAND

LOGISTICS

PLANNING & DEVELOPMENT SERVICES
March 15, 2023
Proposed Interim Planning Consultant Services for the City of Vallejo Scope of Work
Land Logistics, Inc., (Land Logistics) would provide interim staffing support services to the Planning Division of the Planning & Development Services Department to perform the following general work tasks: Review and processing of use permits, building permits, sign permits, business licenses, and other development permits, as assigned, for co mpliance with applicable agency Zoning/ development standards. Assisting staff and taking lead role with front counter public inquiries, phone calls, correspondence and emails for the Planning Division. Intake and routing of development applications. Site visits/inspections of project properties from time to time, if requested by the C ity. Planning-related research and similar duties, as assigned. This work is generally anticipated to requir e up to 16 hours per week (two days) to be conducted at the City offices (specific days to be arranged with the City) .

Land Logistics will utilize Associate Planner Leiloni Shine, AICP, for this assignment.

Term of Agreement
The term of this Agreement shall run through March 15, 202 4, and may be extended or modified as may be agreed upon by the City and Land Logistics.

Costs
Land Logistics will bill work performed by Ms. Shine at an hourly rate of $115.00, with a total cost not to exceed $30,400 . Invoices summarizing the work performed will be submitted to the City on a monthly basis.

Sincerely,
Brian Millar, AICP
President
Land Logistics, Inc.

Ph: 530-902-9218
Email: [email protected]
216 F Street, #38 • Davis, CA 95616 • 530.902.9218

EXHIBIT A
ATTACHMENT 1 TO EXHIBIT B
DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

Leiloni Shine, AICP
Associate Planner
216 F Street, #38
Davis, CA 95616
Phone: 530-902-9218
www.landlogistics.com

Planning Experience

Assistant and Associate Planner, Land Logistics (October 2019 to present) Public agency roles have included provision of Planning services to public agencies (Cities of Clearlake, Tracy, Yuba City and Willits, and for the Counties of Humboldt, Mendocino and San Joaquin). Performs general current planning duties, including processing of general planning applications such as general plan amendments and rezones; conditional use permits ; development plan and site plan reviews; parcel and tentative maps; and lot line adjustments. Ms.

Shine’s work has also included staffing of the front Planning counter; development application intake, routing and processing; completion of staff report s, conditions of approval and resolutions; making staff presentations at Development Review Committee, Planning Commission and City Council meetings; building permit processing/plan checks; business license reviews; and phone and email correspondence. Examples of Ms. Shine’s research -related project work:
completion of an RFP for airport consulting services; researching local agency jurisdictions to draft a citywide Sidewalk Ordinance; research and ordinance work for permitting of food trucks; reviewing and writing a grant application for the Clean California Local Grant Program for citywide beautification funding; and cannabis ordinance research and related GIS mapping and graphics preparation.

Shine Land Use Consulting
Provides application pr ocessing and development support to private -sector clients, including cannabis cultivation permitting/licensing, agency permitting, winery operations, and in real estate sales and development.

Additional work experience includes private-sector roles for grant writing, watershed and wildlife management plan preparation, and ecotourism.

Education

Bachelor of Arts, Resource Management and Land Use
University of Wisconsin, Stevens Point (2015)

Member, American Planning Association and American Institute of Certified Planners DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

Land Logistics Professional Services Agreement Page 1 of 2 Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement for a total not to exceed Thirty Thousand and Four Hundred dollars and zero cents ($30,400).

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

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

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

4. Payments to Consultant.

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

B. Request for payment shall be sent to:

Anthony Cook
Administrative Analyst
Planning and Development Services
555 Santa Clara Street
Vallejo, CA 94590
[email protected]

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

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

6. Taxes. Consultant shall pay, when and as due, any and all taxes incurred DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

Land Logistics Professional Services Agreement Page 2 of 2 Exhibit B - Compensation
as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

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

DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

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

EXHIBIT C

INSURANCE REQUIREMENTS

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

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

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

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

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

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

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

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

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

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

DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

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

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

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

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

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

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

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

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

F. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers' compensation carrier DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

Consultant and Professional Services Agreement (Revised 01.2019) Page 3 of 3 Exhibit C – Insurance Requirements
waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Consultant’s performance under this Agreement.

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

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

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

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

DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

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

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

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

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

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

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

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

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

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

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

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

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

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

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

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

PROFESSIONAL LIABILITY

CYBER LIABILITY
LHFA21437510
ESL0039583091
1/31/2023
12/20/2022
1/31/2024
12/20/2023

City of Vallejo
Attn: Anthony Cook
Community Development Department
555 Santa Clara Street, #3
Vallejo, CA 94590
DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450

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

Insured
Insurance Company
Countersigned By
WC 04 03 06 (Ed 04-84)

APPLIES AS BLANKET WAIVER

FOR THOSE HAVING A WRITTEN

CONTRACT WITH THE POLICY-

HOLDER REQUIRING WOS FOR
WC POLICYHOLDER EMPLOYEES.

2 WZF-A831650-07

THE HANOVER AMERICAN INSURANCE COMPANY
DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450 DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450 DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450 DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450 DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450 DocuSign Envelope ID: 789D6E25-1A2E-4374-8FAD-E578F6241450 Certificate Of Completion
Envelope Id: 789D6E251A2E43748FADE578F6241450
Status: Completed
Subject: Complete with DocuSign: Land Logistics Professional Services Agreement-Contract Planner_lz- Fin...

Source Envelope:

Document Pages: 26
Signatures: 6
Envelope Originator:

Certificate Pages: 6
Initials: 5
Anthony Cook
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
555 Santa Clara St
Vallejo, CA 94590
[email protected]
IP Address: 71.128.39.127
Record Tracking
Status: Original
3/16/2023 2:31:27 PM
Holder: Anthony Cook
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Vallejo
Location: DocuSign
Signer Events
Signature
Timestamp
Brian Millar
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 24.2.50.156
Sent: 3/16/2023 2:44:30 PM
Viewed: 3/16/2023 2:50:54 PM
Signed: 3/16/2023 2:54:34 PM
Electronic Record and Signature Disclosure:

Accepted: 3/16/2023 2:50:54 PM
ID: e49a7d6d-938f-4c83-9167-d5faef50970c
Margaret Kavanaugh-Lynch
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.128.39.127
Sent: 3/16/2023 2:54:36 PM
Viewed: 3/16/2023 3:44:37 PM
Signed: 3/16/2023 3:45:38 PM
Electronic Record and Signature Disclosure:

Accepted: 3/16/2023 3:44:37 PM
ID: 4a2077c6-e02e-48a6-9a1d-ec0e8d38a669
Armond Sarkis
[email protected]
Risk Manager
City of Vallejo
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 73.222.50.107
Sent: 3/16/2023 3:45:40 PM
Viewed: 3/17/2023 8:15:44 AM
Signed: 3/17/2023 8:16:44 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Allen French
[email protected]
Purchasing Manager
City of Vallejo
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.128.39.127
Sent: 3/17/2023 8:16:47 AM
Resent: 3/17/2023 11:08:52 AM
Viewed: 3/17/2023 12:13:29 PM
Signed: 3/17/2023 12:13:39 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign

Signer Events
Signature
Timestamp
Laura Zagaroli
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 96.72.169.102
Sent: 3/17/2023 12:13:42 PM
Resent: 3/21/2023 9:45:34 AM
Viewed: 3/21/2023 9:51:16 AM
Signed: 3/21/2023 9:51:37 AM
Electronic Record and Signature Disclosure:

Accepted: 3/21/2023 9:51:16 AM
ID: 150d5e5b-7bcd-4ac8-986c-3e00488240e4
Christina Ratcliffe
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.128.39.127
Sent: 3/21/2023 9:51:40 AM
Resent: 3/21/2023 2:05:45 PM
Viewed: 3/21/2023 4:39:25 PM
Signed: 3/21/2023 4:40:01 PM
Electronic Record and Signature Disclosure:

Accepted: 2/9/2021 6:42:03 AM
ID: e7ed1df6-7283-4780-9d61-7b275de9aa19
Dawn G. Abrahamson
[email protected]
City Clerk
City of Vallejo
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.128.39.127
Sent: 3/21/2023 4:40:03 PM
Viewed: 3/21/2023 4:40:39 PM
Signed: 3/21/2023 4:40:49 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Angelina Joya
[email protected]
Deputy City Clerk
City of Vallejo
Security Level: Email, Account Authentication
(None)
Sent: 3/21/2023 4:40:51 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Anthony Cook
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 3/21/2023 4:40:52 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events
Signature
Timestamp

Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
3/16/2023 2:44:30 PM
Certified Delivered
Security Checked
3/21/2023 4:40:39 PM
Signing Complete
Security Checked
3/21/2023 4:40:49 PM
Completed
Security Checked
3/21/2023 4:40:52 PM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Vallejo (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.

Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 10/10/2019 1:09:10 PM Parties agreed to: Brian Millar, Margaret Kavanaugh-Lynch, Laura Zagaroli, Christina Ratcliffe Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact City of Vallejo:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected]

To advise City of Vallejo of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from City of Vallejo
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with City of Vallejo
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
 You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
 Until or unless you notify City of Vallejo as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Vallejo during the course of your relationship with City of Vallejo.

CONSENT CALENDAR 8.K.

DATE: December 10, 2024
TO: Mayor and Members of the City Council
FROM: Veronica A. F. Nebb, City Attorney
SUBJECT: ADOPT A RESOLUTION AMENDING THE FISCAL YEAR 2024-2025 CAPITAL GRANTS AND CONTRIBUTION FUND BUDGET (#221) TO APPROPRIATE CALIFORNIA

DEPARTMENT OF JUSTICE TOBACCO GRANT PROGRAM GRANT FUNDS IN THE AMOUNT OF $931,758 (STEP 2)

RECOMMENDATION
Adopt a Resolution amending the fiscal year 2024-25 Capital Grants and Contribution Fund (#221) Budget to appropriate California Department of Justice Tobacco Grant Program grant funds in the amount of $931,758 (Step 2).

REASONS FOR RECOMMENDATION
The City applied for the Tobacco Program Grant and was awarded $931,758 to implement the City's new Tobacco Retailer Licensing Ordinance. A resolution approving an amendment to the Capital Grants and Contribution #221 budget is required to appropriate the grant funding.

BACKGROUND AND DISCUSSION
On October 16, 2024, the City was awarded $931,758 from the California Tobacco Grant Program to implement the City's Tobacco Retailer Licensing Ordinance (the "Grant"). On November 19, 2024, the City Council authorized a Memorandum of Understanding with the California Department of Justice (DOJ), which, when fully executed, will allow the City to begin implementation of the Grant authorized activities, which include Tobacco Retailer education and outreach, Tobacco Retailer site inspections, minor decoy operations, and enforcement of violations. The City must submit quarterly invoices to the DOJ for reimbursement of these costs.

City Charter Section 703 requires that available funds not included in the budget may be appropriated by the City Council after giving one week’s notice of intention to do so.

Notice of Intention to amend the Capital Grants and Contribution Fund #221 budget to appropriate the Grant funds was provided to the City Council on November 19, 2024.

FISCAL IMPACT
The recommended budget amendment to the Capital Grants and Contribution Fund is as follows:

Tobacco Program Grant
(Project#DOJTPG)
Revenues Expenditures
State Grant $931,758
Eligible Activities $931,758
TOTALS $931,758 $931,758

There is no impact to the General Fund.

Date: December 10, 2024
Subject: ADOPT A RESOLUTION AMENDING THE FISCAL YEAR 2024-2025 CAPITAL GRANTS AND CONTRIBUTION FUND BUDGET (#221) TO APPROPRIATE CALIFORNIA

DEPARTMENT OF JUSTICE TOBACCO GRANT PROGRAM GRANT FUNDS IN THE AMOUNT OF $931,758 (STEP 2)

Page 2 ends

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guidelines section 15378.

ATTACHMENTS

1. Resolution - Budget Amendment Fund 221_Tobacco Program Grant_CAO Stamp

2. DOJ Grant Budget Detail

CONTACT
Veronica A. F. Nebb, City Attorney (707) 648-4456
[email protected]

RESOLUTION NO. 24- _____ N.C.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO AMENDING THE FISCAL YEAR 2024-25 CAPITAL GRANTS AND CONTRIBUTION FUND (#221) BUDGET

TO APPROPRIATE CALIFORNIA DEPARTMENT OF JUSTICE TOBACCO GRANT PROGRAM GRANT FUNDS IN THE AMOUNT OF $931,758 (STEP 2)
WHEREAS, on June 28, 2024, the City of Vallejo applied for a grant from the California Department of Justice Tobacco Grant Program and was awarded $931,758 to implement its Tobacco Licensing, Education, Compliance, & Enforcement Program and includes Tobacco Retailer education and outreach, Tobacco Retail Store inspections to confirm compliance with the Tobacco Retailer Licensing Ordinance, minor decoy operations, and enforcement (“Eligible Activities”); and
WHEREAS, City Charter Section 703 requires that available funds not included in the budget may be appropriated by the City Council after giving one week’s notice of intention to do so; and
WHEREAS, the Notice of Intention to amend the Capital Grants and Contribution Fund budget and approval to execute the Memorandum of Understanding to accept the grant funds was given by the City Council on November 19, 2024.

NOW, THEREFORE BE IT RESOLVED that the City Council does hereby approve the amendment of the FY 2024-25 Capital Grants and Contribution Fund budget (#221) to recognize revenue in the amount of $931,758 from the California Department of Justice Tobacco Grant Program and to appropriate funds as follows:

Capital Grants and Contribution Fund #221 Revenues Expenditures Tobacco Grant Program
Eligible Activities
$931,758
$931,758
Adopted by the City Council of the City of Vallejo at a regular meeting held on December 10, 2024 with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________________

ROBERT MCCONNELL, MAYOR

ATTEST:
______________________________________
DAWN G. ABRAHAMSON, CITY CLERK

BUDGET DETAIL INSTRUCTIONS
Understanding Your Budget
Your agency's initial Award Budget specifies the line items funded and the amounts for each. Please be sure to reference this each time you plan your grant activities, submit for reimbursement, or seek changes. When Budget Modifications are approved by DOJ, the Budget Detail for that modification supercedes all prior budgets.

You may submit up to 3 Budget Modifications per fiscal year. Budget modifications are limited to moving funds from one fiscal year to another or realigning funds to increase a line item (may be subject to limits).

You may submit only ONE Grant Amendment for the grant term. A Grant Amendment adds items or changes the use of Grant funds, the Project description, or the duration of the Grant award, or other changes related to the Project or Budget under the Grant Agreement. An increase to any line item of more than 10% is considered a Grant Amendment.

Budget Sections
The Budget is composed of three sections:
(A) Personal Services (salaries, overtime, and benefits), (B) Operating Expenses and Equipment (Equipment, Other Expenses, Travel Expenses / Registration Fees), and
(C) Administrative Costs (if included, limited to 5% of Section A + B costs) When you Need Changes to the Budget
A common time a budget modification will be needed is after a fiscal year closes. Funds that remain in a closed fiscal year can be rolled over, however this must be requested and is NOT automatic.

All Budget or Grant Amendments must be submitted at least 6 months before the end of the Grant term (found on your MOU).

In the event of a surplus/deficit in line items, you may seek a budget modification to transfer within existing line items (may be subject to limits).

Finally, adding line items to the budget would be considered a Grant Amendment with specific restrictions as explained below.

Steps to Modifying your Budget Detail:

When completing a request to modify your budget, you must submit all of the following: Revised Budget Detail, Budget Modification Form, and any additional documentation to serve as justification for the request. Please consult with your Grant Administrator to ensure you are using the latest forms when submitting.

STEP 1: REVIEW SPENDING/BUDGET
Before revising, carefully review claims submitted to-date, note any cuts made by DOJ during reimbursement, and consider projected spending.

STEP 2: REVISE BUDGET DETAIL
Adjust the Budget Detail worksheet to reflect how you would like to allocate your grant funds. Use whole dollars only. Please update the header as appropriate to indicate the date of the budget and the # of the Budget Modification (ex. Budget Mod 1 - 8/5/22) Be sure to leave sufficient funds in each line item to cover expenses claimed or pending. Round UP to at least the next whole dollar.

Creation of New Line Items:

Adding new line items to the grant is considered a Grant Amendment and only ONE may be submitted for the term of the grant.

STEP 3: COMPLETE MODIFICATION REQUEST FORM
In order to complete the changes, a formal request to modify the budget must accompany the revised Budget Detail. Instructions for completing the Budget Modification Request form are contained in that Excel document.

STEP 4: SUBMITTING YOUR REQUEST FOR BUDGET MODIFICATION When you have reviewed your Budget Detail, Budget Modification Request and these instructions carefully, please send your request by email to: [email protected]. Use the Subject line:
“Budget Modification Request” followed by your agency name.

COMMON MISTAKES TO AVOID
• Insufficient funds left in line items previously claimed (remember to round UP). • Not including all FYs of the budget.
• Total budget does not match award.
• Items placed in the wrong sections.

QUESTIONS? NEED ASSISTANCE?
Your assigned Grant Program Officer (reached at [email protected]) can provide further guidance with regards to your budget.

Your Grant Program Officer is available to discuss this with you individually and can use screen- share by video conference to demonstrate how to use this and other Tobacco Grant workbooks. We also offer periodic trainings each year for grantees and you are welcome to sign up for a refresher.

TOBACCO GRANT BUDGET DETAIL
Vallejo Office of the City Attorney
24/25 AWARD BUDGET
DOJ-PROP56-2024-25-1-072
Costs Per Fiscal Year (July 1 - June 30)
A. Personal Services
Salaries
Classification/Positions Computation FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28 TOTALS Code Enforcement Officers (2) $ 111,130 $ 111,130 $ 111,130 $ - $ 333,390 Code Enforcement Manager $ 53,610 $ 53,610 $ 53,610 $ - $ 160,830 Code Enforcement Analyst $ 43,110 $ 43,110 $ 43,110 $ - $ 129,330 Code Enforcement Secretary $ 22,109 $ 22,109 $ 22,109 $ - $ 66,327 Economic Development Director $ 10,859 $ 10,859 $ 10,859 $ - $ 32,577 Assistant to the City Attorney (2) $ 44,328 $ 44,328 $ 44,328 $ - $ 132,984 City Attorney $ 5,151 $ 5,151 $ 5,151 $ - $ 15,453
SUBTOTAL $ 290,297 $ 290,297 $ 290,297 $ - $ 870,891
Overtime
Classification/Positions Computation FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28 TOTALS $ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
SUBTOTAL $ - $ - $ - $ - $ -
Benefits
Classification/Positions Computation FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28 TOTALS $ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
SUBTOTAL $ - $ - $ - $ - $ -
TOTAL PERSONAL SERVICES $ 290,297 $ 290,297 $ 290,297 $ - $ 870,891

Page 3 of 5 ends

TOBACCO GRANT BUDGET DETAIL
Vallejo Office of the City Attorney
24/25 AWARD BUDGET
DOJ-PROP56-2024-25-1-072
B. Operating Expenses and Equipment
Equipment (Tangible items with a PER-UNIT cost of $5,000 or more) Description Computation FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28 TOTALS $ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
SUBTOTAL $ - $ - $ - $ - $ -
Other Expenses
Description Computation FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28 TOTALS Retailer Educational Materials May require pre-approval; may not include food $ 5,500 $ 5,500 $ 5,500 $ - $ 16,500 $ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
SUBTOTAL $ 5,500 $ 5,500 $ 5,500 $ - $ 16,500
Travel Expenses/Registration Fees*
Description and Destination Computation FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28 TOTALS $ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
$ - $ - $ - $ - $ -
*For approved tobacco related training and travel only. Travel cannot exceed current state rates.

SUBTOTAL $ - $ - $ - $ - $ -
TOTAL OPERATING EXPENSES AND EQUIPMENT $ 5,500 $ 5,500 $ 5,500 $ - $ 16,500 C. Administrative Costs*
Description Computation FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28 TOTAL Admin 5% $ 14,789 $ 14,789 $ 14,789 $ - $ 44,367
*Administrative costs must not exceed 5% of the total budget. TOTAL $ 14,789 $ 14,789 $ 14,789 $ - $ 44,367

Page 4 of 5 ends

TOBACCO GRANT BUDGET DETAIL
Vallejo Office of the City Attorney
24/25 AWARD BUDGET
DOJ-PROP56-2024-25-1-072

SUMMARY
Budget Category FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28 Total Request A. Personal Services $ 290,297 $ 290,297 $ 290,297 $ - $ 870,891 B. Operating Expenses and Equipment $ 5,500 $ 5,500 $ 5,500 $ - $ 16,500 C. Administrative Costs $ 14,789 $ 14,789 $ 14,789 $ - $ 44,367 TOTAL PROJECT COSTS $ 310,586 $ 310,586 $ 310,586 $ - $ 931,758

Page 5 of 5 ends

CONSENT CALENDAR 8.L.

DATE: December 10, 2024
TO: Mayor and Members of the City Council
FROM: Rekha Nayar, Finance Director
SUBJECT: PROVIDE NOTICE OF INTENT TO AMEND FISCAL YEAR 2024-25 NEIGHBORHOOD PARK FEE CAPITAL PROJECT FUND # 137 BUDGET BY APPROPRIATING $240,000

TO REIMBURSE GVRD FOR THE CONSTRUCTION OF THE TRAINING SWIMMING POOL AT THE CUNNINGHAM AQUATIC CENTER (STEP 1)

RECOMMENDATION
Provide Notice of Intent to amend the Year 2024-25 Neighborhood Park Fee Capital Project Fund #137 budget to reimburse Greater Vallejo Recreation District (GVRD) for the construction of the Training Swimming Pool at the Cunningham Aquatic Center.

REASONS FOR RECOMMENDATION
Amending the City’s budget to reimburse GVRD will utilize park impact fees collected per Vallejo Municipal Code Section 3.18, which provides guidelines for the use and disbursement of such funds.

City Charter Section 703 permits the transfer of unappropriated funds by the City Council upon one week’s written notice of its intention to do so. Staff will return to Council at a future meeting for the second step of the budget amendment process

BACKGROUND AND DISCUSSION
GVRD operates and maintains public recreational facilities, including parks and swimming pools, within the City of Vallejo. Section 3.18 of the Vallejo Municipal Code allows for the use of park impact fees collected by the City to reimburse GVRD for eligible costs.

For the current fiscal year, GVRD has submitted a request for reimbursement totaling $240,000 for the construction of the Training Swimming Pool at the Cunningham Aquatic Center. City staff have reviewed GVRD’s request and confirmed that the costs are consistent with the intended use of park impact fees as outlined in Section 3.18 of the Vallejo Municipal Code.

This budget amendment proposes allocating $240,000 from the park impact fees to GVRD to fulfill this obligation. By approving this reimbursement, the City will uphold its commitment to supporting recreational services for the community.

FISCAL IMPACT
This item does not have a fiscal impact. A future recommended action to amend the FY 2024-25 budget will include the anticipated increase of $240,000 in expenditure budget funded by existing fund balance.

Date: December 10, 2024
Subject: PROVIDE NOTICE OF INTENT TO AMEND FISCAL YEAR 2024-25 NEIGHBORHOOD PARK FEE CAPITAL PROJECT FUND # 137 BUDGET BY APPROPRIATING $240,000

TO REIMBURSE GVRD FOR THE CONSTRUCTION OF THE TRAINING
SWIMMING POOL AT THE CUNNINGHAM AQUATIC CENTER (STEP 1)

Page 2 ends

ATTACHMENTS
None

CONTACT
Kristin Pollot, AICP, P&DS Director (707) 648-4382
[email protected]
Rekha Nayar, CPA, Finance Director (707) 648-5433
[email protected]

ACTION ITEM 9.A.

DATE: December 10, 2024
TO: Mayor and Members of the City Council
FROM: Kristin Pollot, AICP, Planning & Development Services Director SUBJECT: HOLD A PUBLIC HEARING AND ADOPT A RESOLUTION ESTABLISHING FEES FOR

THE TOBACCO RETAIL LICENSE PROGRAM

RECOMMENDATION
Staff recommends that the City Council open the public hearing and continue it to its next regular meeting on December 17, 2024, at 7:00 p.m.

REASONS FOR RECOMMENDATION
Staff needs additional time to review the draft fee study and have it posted on the City’s website at least ten days before the hearing, in compliance with State law.

BACKGROUND AND DISCUSSION
Not applicable at this time.

FISCAL IMPACT
Not applicable at this time.

ENVIRONMENTAL REVIEW
Not applicable at this time.

ATTACHMENTS
None

CONTACT
Kristin Pollot, AICP, Planning & Development Services Director (707) 648-4283 [email protected]

ACTION ITEM 9.B.

DATE: December 10, 2024
TO: Mayor and Members of the City Council
FROM: Melissa Tigbao P.E., Public Works Director
SUBJECT: ADOPT A RESOLUTION APPROVING A FIRST AMENDMENT TO THE DESIGN PROFESSIONAL SERVICES AGREEMENT WITH MARK THOMAS & COMPANY, INC., TO INCREASE COMPENSATION BY $500,000 TO A MAXIMUM NOT TO EXCEED $1,000,000 AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

RECOMMENDATION
Adopt a resolution approving a First Amendment to the Design Professional Services Agreement with Mark Thomas & Company, Inc., to increase compensation by $500,000 to a maximum not to exceed $1,000,000 and authorizing the City Manager to execute same.

REASONS FOR RECOMMENDATION
The ability to bring in consultants on an on-call basis allows the Public Works Department to access broad expertise support, manage variable workload, and sustain effort on large-scale and complex projects. The scale of the current work assigned to the on-call consultant, Mark Thomas & Company, which is to develop and deliver the Plans, Specifications & Estimate (PS&E), Caltrans Encroachment Permit, and all regulatory permits to allow for construction of the roundabout at Hiddenbrooke Parkway, McGary Road and the on/off- ramps to Interstate 80, exceeds the initial contract amount of $500,000.

BACKGROUND AND DISCUSSION
The RFQ for On-Call Engineering Consultant Services was released on February 27, 2023, and fifteen bids were received for the Civil Engineering Design category. On September 26, 2023, the City Council authorized the On-Call Design Professional Services Agreement with Mark Thomas & Company, Inc. for $500,000 for the Civil Engineering Design category. Mark Thomas & Company, Inc., has been providing key civil engineering design services for Public Works in relation to the I-80/Hiddenbrooke Parkway Interchange Project.

As of October 2024, $500,000 has been spent or is encumbered in relation to this on-call contract (24PW050).

The contract has an end date of June 30, 2026, and options to extend through June 30, 2028. The current Statement of Work (SOW), assigned number 24PW050-01, is to complete the design (100% PS&E) and perform all other engineering and regulatory approval tasks to achieve Caltrans Encroachment Permit approval to construct the I-80/Hiddenbrooke Parkway Interchange Project. The current SOW has all remaining scope to allow this project to be bid for construction.

For Mark Thomas & Company to complete the design of the I-80/Hiddenbrooke Parkway Interchange Project and leave room under the contract for the City to initiate any other on-call work that may be needed during the life of this contract, a First Amendment increasing the not-to-exceed amount of the contract to $1,000,000 is required. Staff have determined it is in the City's best interest for this design professional to stay on the project until completion for continuity and institutional knowledge. It would be challenging and costly to get a new consultant team up to speed in the middle of the project design/engineering delivery.

Date: December 10, 2024
Subject: ADOPT A RESOLUTION APPROVING A FIRST AMENDMENT TO THE DESIGN

PROFESSIONAL SERVICES AGREEMENT WITH MARK THOMAS & COMPANY, INC., TO INCREASE COMPENSATION BY $500,000 TO A MAXIMUM NOT TO EXCEED $1,000,000 AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

Page 2 ends

FISCAL IMPACT
The proposed action to amend the agreement with Mark Thomas & Company, Inc., to increase the contract amount from $500,000 to a new not-to-exceed amount of $1,000,000, will not have any direct impact on the General Fund. Funds to pay for these as-needed consultant services will come from existing capital improvement project budgets.

ATTACHMENTS

1. RESO First Amend On-Call Design - Mark Thomas 24PW050_CAO Stamp

2. Mark Thomas - First Amendment Design Prof. Agreement 24PW050_CAO Stamp

3. 24-PW050 MARK THOMAS & COMPANY INC on call civil eng design Design Professional Services Agreement

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

RESOLUTION NO. 24-______

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

AMENDMENT TO THE DESIGN PROFESSIONAL SERVICES AGREEMENT WITH MARK THOMAS & COMPANY, INC., TO INCREASE COMPENSATION BY $500,000 TO A MAXIMUM NOT TO EXCEED $1,000,000 AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME WHEREAS, on September 26, 2023, the City Council approved a Design Professional Services Agreement with Mark Thomas & Company, Inc. in the amount of $500,000 for on-call civil engineering design services; and
WHEREAS, Mark Thomas & Company, Inc. has been providing key civil engineering design services for Public Works in relation to the I-80/Hiddenbrooke Parkway Interchange Project (“Project”); and
WHEREAS, additional compensation is required in order for Mark Thomas & Company, Inc. to complete the design (100% PS&E) and perform all other engineering and regulatory approval tasks to obtain the Caltrans Encroachment Permit to construct the Project; and WHEREAS, Public Works staff is seeking authorization to amend the Design Professional Services Agreement with Mark Thomas & Company, Inc. to increase the total amount of the contract to an amount not to exceed $1,000,000 to cover this additional cost.

NOW, THEREFORE BE IT RESOLVED that the City Manager is hereby authorized to execute the First Amendment to the Design Professional Services Agreement between the City of Vallejo and Mark Thomas & Company, Inc. to increase the contract’s not to exceed amount to $1,000,000, with any modifications recommended by the City Attorney and the City Clerk to attest the signing of that Agreement.

ADOPTED BY THE CITY COUNCIL OF THE CITY OF VALLEJO at a regular meeting held on December 10, 2024, with the following vote:

AYES:

NOES:

ABSENT:

ROBERT H. MCCONNELL, MAYOR

ATTEST:

DAWN G. ABRAHAMSON, CITY CLERK
First Amendment to Agreement Between City of Vallejo and Mark Thomas & Company Page 1 of 3 (24PW050)

FIRST AMENDMENT TO THE

DESIGN PROFESSIONAL SERVICES AGREEMENT BETWEEN

CITY OF VALLEJO
AND
MARK THOMAS & COMPANY, INC.

This First Amendment to the Design Professional Services Agreement made and entered into on September 27, 2024, hereafter referred to as “Agreement”, between Mark Thomas & Company, Inc., a California corporation, therein referred to as “Design Professional”, and the City of Vallejo, a municipal corporation, therein referred to as “City”, is made and entered into on this 11th day of December 2024.

Design Professional and City do mutually agree as follows:

1. Amendment to Section 1.A of Exhibit B “Compensation.” Section 1.A of Exhibit B of the Agreement shall be modified to read:
“1. Design Professional’s Compensation.

A. Services: City agrees to pay Design Professional, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed One Million Dollars and Zero Cents ($1,000,000).

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

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

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

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

First Amendment to Agreement Between City of Vallejo and Mark Thomas & Company Page 2 of 3 (24PW050)
be construed against either party.

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

6. Authority. The person signing this First Amendment for Design Professional hereby represents and warrants that he or she is fully authorized to sign this First Amendment on behalf of Design Professional.
(SIGNATURES ARE ON THE FOLLOWING PAGE)
First Amendment to Agreement Between City of Vallejo and Mark Thomas & Company Page 3 of 3 (24PW050)
IN WITNESS WHEREOF, the parties have entered into this First Amendment on the day and year first hereinabove appearing.

MARK THOMAS & COMPANY, INC.,
a California corporation
BY:

SHAWN O’KEEFE
Principal / Vice President
DATE:
(City Seal)

CITY OF VALLEJO,
a municipal corporation
BY:

ANDREW MURRAY
City Manager
DATE:

ATTEST:

DAWN G. ABRAHAMSON
City Clerk
APPROVED AS TO CONTENT:

MELISSA TIGBAO, P.E.

Public Works Director
APPROVED AS TO FORM:

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

ARMOND SARKIS
Risk Manager
Sep 28, 2023 9:52 AM, 1146917307
Contract and Routing Form
Requisition Number: 1145689508
Date Originated:

Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Public Works Departments, Engineering
Staff Contact: Dan Sequeira, [email protected] Contract Type: Other: Design Professional Services Agreement Vendor: Mark Thomas & Company
Contract Not to Exceed Amount: 500000.00
Contract Start Date: Sep 27, 2023 End Date: Jun 30, 2026 Option to Extend: can extend in intervals of one year, shall not extend past 6/30/28 Authority to Contract: City Council Date to Council: Sep 26, 2023 Other Comments:

This contract is for on call civil engineering design services. RFQ was released early 2023, contract was awarded September 26, 2023. 6 firms were awarded separate contracts for this category. Statement of Works will define specific project scope of work, etc
Attachments are uploaded for review here: https://bit.ly/vContracts Approved Pre-Requisition Form
DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 24-PW050
Contract and Routing Form
Signature Page
Department Initial Date Comment
Originating Department/Division
Risk Manager
City Attorney
Finance Department
City Manager
City Clerk

Return executed contract to: Dan Sequeira
DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 9/30/2023
10/2/2023
10/6/2023
10/6/2023
10/6/2023
10/6/2023

Sep 25, 2023 10:01 AM, 1145689508
Pre-Requisition Form

Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Public Works Departments, Engineering
Staff Contact: Dan Sequeira, [email protected] Vendor: Mark Thomas & Company Vendor Number 101374
Term: Multi-year Term
Anticipated Start Date: Sep 27, 2023
Anticipated End Date: Jun 30, 2026
Anticipated Contract Type: Other: Design Professional Services Agreement Purchasing Authority: City Council Anticipated Date to Council: Sep 26, 2023 Total Projected Expenditure: 500000.00

Multiple Project Numbers? No, just one Multiple Account Numbers? No, just one

Description of Proposed Purchase:

This is for on call civil engineering design services. 6 firms will be awarded separate contracts for this category.

RFQ was released early 2023, contracts will be awarded September 2023 I have reviewed the city-wide contracts, expenditure and encumbrance reports to comply with the VMC.

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

Competitive Process: I have completed a Competitive Proposal Process for Services Winning Quote Uploaded: Yes

Explanation for Vendor Selection:

Vendor was evaluated and deemed to possess all the requested areas of expertise, have recent experience handling on call services for municipalities, are available to commence services immediately, and have resources and staffing to complete assignments on a timely basis.

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

WarrantyNot sure

Winning Bid/Quote/ProposalYes
Other Bid/Quote/ProposalYes
DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 Pre-Requisition Signature Section

Department Comment

Supervisor/Manager: Brisa Long
Title: Administrative Analyst II
E-mail: [email protected]

_
_
Signature Date

Delegated Signee: Melissa Tigbao
Title: Public Works Director
E-mail: [email protected]

_
Signature Date

Route Final HTE PO to City Clerk for Contract Log

Brisa Long
Digitally signed by Brisa Long
DN: cn=Brisa Long, o=City of Vallejo,
ou=Public Works,
[email protected], c=US
Date: 2023.09.25 10:12:29 -07'00'
Digitally signed by Melissa Tigbao
DN: cn=Melissa Tigbao, o=City of Vallejo, ou=Public
Works, [email protected], c=US
Date: 2023.09.25 10:12:59 -07'00'
DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 1 of 11

DESIGN PROFESSIONAL SERVICES AGREEMENT

This Design Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 27th day of September 2023, by and between the City of Vallejo, a municipal corporation ("City"), and Mark Thomas & Company, Inc., a California corporation, hereinafter referred to as Design Professional, who agree as follows:

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

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

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

4. Indemnification. To the fullest extent permitted by law, Design Professional shall hold harmless, defend (with independent counsel approved by City) and indemnify City and its officers, employees and volunteers from and against all claims, damages, losses, penalties, fines and judgments and expenses and defense costs, including but not limited to attorney fees, court costs, associated investigation and administrative expenses, regardless of the nature or type arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Design Professional, or the acts or omissions of an employee, agent or subcontractor of the Design Professional, except where caused by the active negligence, sole negligence, or willful misconduct of City. In no event shall the cost to defend charged to the design professional exceed the design professional’s proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pa y its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with other parties regarding unpaid defense costs. The provisions of this section pertaining to the duty and cost to defend shall not apply to either of the following: 1) Any contract for design professional services, or amendments thereto, where a project -specific general liability policy insures all project participants for general liability exposures on a primary basis DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 2 of 11

and also covers all design professionals for their legal liability arising out of their professional services on a primary basis, 2) A design professional who is a party to a written design-build joint venture agreement.

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

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

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

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

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

8. Independent Contractor. Design Professional is an independent contractor. Neither Design Professional nor any of Design Professional’s officers, employees, agents or subcontractors, if any, is an employee of City by virtue of DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 3 of 11

this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Design Professional only insofar as the results of Design Professional’s services rendered pursuant to this Agreement; however, City shall not h ave the right to control the means by which Design Professional accomplishes services pursuant to this Agreement.

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

10. Business License. Design Professional and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement.

The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Design Professional until such business license(s) has been obtained.

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

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

Design Professional’s responsibilities under this section shall not be delegated.

Design Professional shall be responsible to City for acts, errors, or omissions of Design Professional’s subcontractors.

Design Professional shall prepare plans, specifications, reports, and/or other work products in such a way that amendments or change orders to the DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 4 of 11

agreement between City and its construction contractor will not be necessary, except for unforeseeable circumstances. As used herein, “unforeseeable circumstances” shall mean facts or inferences from those facts that could not be ascertained by a combination of reasonable site inspection during the preparation of the plans and specifications by Design Professional and the reasonable application to such inspection of expertise consistent with the level of care and skill ordinarily exercised under similar conditions by members of Design Professional‘s profession currently practicing in California.

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

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

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

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

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

The payment made to Design Professional pursuant to this Agreement shall be the full and complete compensation to which Design Professional and Design Professional’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Design Professional nor Design Professional’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 5 of 11

Design Professional. The City shall not be required to pay any workers' compensation insurance on behalf of Design Professional.

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

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

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

Design Professional shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on September 27, 2023 and shall continue in full force and effect until June 30, 2026.

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to Design Professional. The total duration of this Agreement, including the exercise of any options under this section, shall not extend past June 30, 2028.

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

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

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Design Professional. Upon receipt of a notice of termination, Design Professional shall perform no further work except as specified in the notice. Before the date of termination, Design Professional shall deliver to Cit y all City records and documents, all work products, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Design Professional for services performed in accordance with this Agreement before the date of termination. If this contract provides for DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 6 of 11

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

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

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

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

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

DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 7 of 11

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

22. Non-Discrimination/Fair Employment Practices.

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

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

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

Design Professional shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.

(b) Design Professional agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

If to City: Melissa Tigbao
Public Works Director
City of Vallejo- Public Works Department
DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 8 of 11

555 Santa Clara Street
Vallejo, CA 94590

If to Design Professional: Shawn O’Keefe
Principal / Vice President
Mark Thomas & Company, Inc.
2121 N California Boulevard, Suite 260
Walnut Creek, CA 94956

Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

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

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

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

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

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

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

DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 9 of 11

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

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

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

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

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

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

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

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

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

36. Facsimile Signature; Electronic Signature. This Agreement shall be DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 10 of 11

binding upon the receipt of facsimile signatures or emailed by PDF or otherwise.

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

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

[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 11 of 11 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

Mark Thomas & Company, Inc.
a California corporation
By:___________________________
Shawn O’Keefe
Principal / Vice President
DATE: ____________________
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By: _____________________________
Michael Malone
City Manager
DATE: _____________________
ATTEST:

By: ___________________________
Dawn G. Abrahamson
City Clerk
APPROVED AS TO CONTENT:
_______________________________
Melissa Tigbao
Public Works Director
APPROVED AS TO FORM:
_______________________________
Veronica A.F. Nebb
City Attorney
APPROVED AS TO INSURANCE:
________________________________
Armond Sarkis
Risk Manager
DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 9/30/2023
10/6/2023

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 1 of 4

SCOPE OF WORK

1. Representatives.

The City Representative for this Agreement is:

Dan Sequeira
City Engineer / APWD
City of Vallejo -Public Works Department
555 Santa Clara Street
Vallejo, CA 94590
[email protected]

The Design Professional’s Representative for this Agreement is:

Shawn O’Keefe
Principal / Vice President
Mark Thomas & Company, Inc.
2121 N California Boulevard, Suite 260
Walnut Creek, CA 94956
[email protected]

All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, facsimile transmission or electronic mail as agreed between the Design Professional Representative and City’s Representative.

2. Services to be Provided. Consultant shall provide on-call civil engineering design services for specific projects as may be requested by the City Engineer or staff; such services shall be defined, scheduled, and authorized in subsequent Statement of Works. The services provided throughout the term of this Agreement may include the services specified in the Request for Qualifications issued February 27, 2023.

The Statement of Work shall be substantially in the form as shown in Attachment 1 of Exhibit A, attached hereto and incorporated herein by this reference.

3. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and breadth of experience. There shall be no change in the personnel listed below, without written approval of t he City Representative. Design Professional recognizes that the composition of this team was instrumental in the City’s decision to award the work to Design Professional and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 2 of 4

material breach of Design Professional’s obligations under this Agreement and shall be grounds for termination.

Key personnel are as follows: Shawn O’Keefe , Jason Hickey

DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas P a g e 3 o f 4

$WWDFKPHQWRI([KLELW$
&,7<2)9$//(-2
67$7(0(172):25.

6WDWHPHQWRI:RUN1RBBBBBBBBBBBB

7KLV6WDWHPHQWRI:RUNHIIHFWLYHWKLVBBBBGD\RI BB ³(IIHFWLYH 'DWH´

LVLVVXHGXQGHUDQGVXEMHFWWRDOOWKHWHUPVDQGFRQGLWLRQVRIWKH0DVWHU&RQVXOWDQW DQG3URIHVVLRQDO2Q&DOO$JUHHPHQW
³$JUHHPHQW´
GDWHGDVRI BB
E\DQGEHWZHHQWKH&LW\RI9DOOHMR
³&LW\´
DQG>W\SHLQQDPH@ >W\SHLQWKHW\SHRI
HQWLW\@
³&RQVXOWDQW´

&DSLWDOL]HG WHUPV XVHG KHUHLQ VKDOO KDYH WKH PHDQLQJV DVFULEHGWR WKHP LQ WKH $JUHHPHQW

6(&7,21 6&23(2):25.

7KHVFRSHRIZRUNDXWKRUL]HGE\WKLV6WDWHPHQWRI:RUNLVDVGHVFULEHGEHORZ
>,QVHUW3URMHFWGHVFULSWLRQRUDWWDFKDFRS\RIWKHSURSRVDODQGLQFRUSRUDWHLW E\UHIHUHQFHDV$WWDFKPHQWBBBBWR6WDWHPHQWRI:RUN1RBBBB@
6(&7,21 7,0(2)3(5)250$1&(

D 7KHVWDUWGDWHVKDOOEH>LQVHUWGDWH@DQGWKHFRPSOHWLRQGDWHVKDOO EH>LQVHUWGDWH@

6(&7,21 (67,0$7('&267$1'&203(16$7,21

$OOVHUYLFHVSHUIRUPHGXQGHUWKLV6WDWHPHQWRI:RUNVKDOOEHSHUIRUPHGRQD WLPHDQGPDWHULDOVEDVLV

&LW\DJUHHVWRSD\&RQVXOWDQWIRUWKHVHUYLFHVVHWIRUWKLQWKLV6WDWHPHQWRI:RUN LQDQDPRXQWQRWWRH[FHHG>LQVHUWGROODUDPRXQWLQZRUGVHJ7ZR7KRXVDQG )LYH+XQGUHG)LIW\'ROODUVDQG&HQWV@>LQVHUWGROODUDPRXQWLQQXPEHUHJ @

7KLV6WDWHPHQWRI:RUNLVUHOHDVHGDVDXWKRUL]DWLRQIRUZRUNWRFRPPHQFH7KH SDUWLHVDJUHHWRSHUIRUPWKHLUUHVSHFWLYHREOLJDWLRQVXQGHUWKLV6WDWHPHQWRI :RUNLQDFFRUGDQFHZLWKWKHWHUPVDQGFRQGLWLRQVRIWKH$JUHHPHQW
'RFX6LJQ(QYHORSH,'
$&(%
'%)$
'

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas P a g e 4 o f 4

,1:,71(66:+(5(2)WKHSDUWLHVKDYHH[HFXWHGWKLVDJUHHPHQWRQWKHGD\ DQG\HDUVKRZQEHORZWKHQDPHRIHDFKRIWKHSDUWLHV

0DUN7KRPDV &RPSDQ\,QF &,7<2)9$//(-2
D&DOLIRUQLDFRUSRUDWLRQ DPXQLFLSDOFRUSRUDWLRQ

% \

% \

>,16(576,*1(5@ 0HOLVVD7LJEDR
>,16(576,*1(57,7/(@ 3XEOLF:RUNV'LUHFWRU
'$7(
BBBBBB '$7(
BBBBBB

9DOOHMR%XVLQHVV/LFHQVH1R

'RFX6LJQ(QYHORSH,'
$&(%
'%)$
'

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 1 of 4

EXHIBIT B

COMPENSATION

1. Design Professional’s Compensation.

B. Additional Services:

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

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

2. Appropriate Billable Hourly Rates for Services and Additional Services. Design Professional’s billable hourly rates shall be as listed in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference. Current rates for each task/project will be defined in each Statement of Work.

Rate Increases: Upon approval of City, Design Professional shall be permitted to increase rates to adjust for cost-of-living wage increases at the beginning of the fiscal year or as agreed upon by City and Design Professional. No price increases may be implemented without prior written approval of City. Requests for price increases must be made a minimum of ninety (90) days prior to the proposed effective date of the rate increase. To request a price increase, Design DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 2 of 4

professional must submit a letter with an itemized list showing revised prices by line item. If City approves the price increase, Design Professional shall be notified in writing, no price increase will be effective until Design Professional receives this notice.

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

4. Payments to Design Professional.

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

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

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

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

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

6. Total Billed to Date

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

D. Invoices, account statements and payment inquiries shall be emailed to :

[email protected]

5. Accounting Records of Design Professional. Design Professional shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Design Professional’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Design Professional’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Design Professional shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 3 of 4

other government agencies during regular business hours upon twenty-four (24) hours’ notice.

The obligations of Design Professional under this section shall survive this Agreement.

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

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

DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 4 of 4

Attachment 1 of Exhibit B

DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 1 of 3

EXHIBIT C

INSURANCE REQUIREMENTS

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

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

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

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

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

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

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

A. General Liability: $5,000,000.00 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, coverage shall be twice the per occurrence amount.

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

C. Workers’ Compensation and Employer's Liability: $1,000,000.00 per accident for bodily injury or disease. If Borrower is not subject to California Workers’ Compensation requirements, Borrower shall file a completed certificate of exemption form which may be obtained from the City of Vallejo prior to commencing any activity authorized hereunder.

DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 2 of 3

D. Professional Liability, (Errors and Omission): $ 3,000,000.00 per occurrence coverage, continuing for 3 years after completion of services rendered.

3. Deductible and Self-Insured Retention. Any deductibles or self -insured retention greater than $10,000 must be declared to and approved by the City’s Risk Manager. If the deductibles or self-insured retention limit is unacceptable to the City’s Risk Manager, at his or her option, the insurer shall either reduce or eliminate such deductibles or self-insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

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

The coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. The insurance is to be issued by companies licensed to do business in the State of California.

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

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

DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

Design Professional Services Agreement- On Call Civil Eng Design – Mark Thomas Page 3 of 3

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

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

DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

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

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

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

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

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

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

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

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

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

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

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

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

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

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

AUTOS ONLY
9/12/2023
AssuredPartners Design Professionals Insurance Services, LLC 3697 Mt. Diablo Blvd Suite 230
Lafayette CA 94549
Doris A. Chambers
[email protected]
License#: 6003745
XL Specialty Insurance Co.
37885

MARKTHOMA
Mark Thomas & Company, Inc.
2833 Junction Avenue, Suite 110
San Jose CA 95134
588506646
A
Professional Liability
and Contractor's
Pollution Liability
DPR5014213
7/1/2023
7/1/2024
Per Claim
Annual Aggregate
$3,000,000
$3,000,000
REF: Mark Thomas project number 23-00062. Notice of Cancellation: It is understood and agreed that in the event of cancellation of the policy for any reason other than nonpayment of premium, 30 days written notice will be sent to the certificate holder by mail. In the event the policy is cancelled for non payment of premium, 10 days written notice will be sent to the above. 30 Day NOC/10 Day for NonPay of Prem
City of Vallejo-Public Works Department
555 Santa Clara Street
Vallejo CA 94590
DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

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

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

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
9/13/2023
License # 0E67768
(925) 918-4535
20508
Mark Thomas & Company, Inc.
2833 Junction Avenue, Ste 110
San Jose, CA 95134
20443
35289
NA
A 1,000,000
X X 7040185059 9/15/2023 9/15/2024 1,000,000
15,000
1,000,000
2,000,000
2,000,000
1,000,000B
X X 7040183912 9/15/2023 9/15/2024
9,000,000C
7040283234 9/15/2023 9/15/2024
9,000,000
A
X 7040274825 9/15/2023 9/15/2024 1,000,000
1,000,000
1,000,000
D Cyber Liability ACS1126423 7/1/2023 7/1/2024 Limit 5,000,000 RE: Mark Thomas Project # 23-00062
The City of Vallejo, its officers, officials, employees, authorized agents and authorized volunteers are included as Additional Insured on a Primary & Non-Contributory basis with Waiver of Subrogation with respects to the General & Auto Liability policies, as required by written contract.

Worker's Compensation: Waiver of Subrogation is in favor of the The City of Vallejo, its officers, officials, employees, authorized agents and authorized volunteers, as required by written contract.

City of Vallejo-Public Works Department
555 Santa Clara Street
Vallejo, CA 94590
MARKTHO-01 PATILL
IOA Insurance Services
3875 Hopyard Road
Suite 200
Pleasanton, CA 94588
Jessica McDonald
[email protected]
Valley Forge Insurance Company
Continental Casualty Company
Continental Insurance Company
Lloyd's
X
X
X
X
X
X X
DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38

THIS BUSINESS LICENSE DOES NOT PERMIT A
BUSINESS THAT IS OTHERWISE PROHIBITED.

Business Name
Business Location
Business Owner(s) License Number
Effective Date
Expiration Date

CITY OF VALLEJO

BUSINESS LICENSE
2833 JUNCTION AVE # 110

ACCOUNTS PAYABLE

MARK THOMAS & COMPANY INC
2833 JUNCTION AVE # 110
SAN JOSE, CA 95134-1920
For all inquiries regarding this license, contact HdL
Business Support Center at 707-302-6074.
"For Services Provided in the City of Vallejo, California Only" ROBERT A. HIMES

MARK THOMAS & COMPANY INC
July 01, 2023
June 30, 2024
11711003
MARK THOMAS & COMPANY INC :

Thank you
for your payment on your City of Vallejo Business License. ALL LICENSES MUST BE AVAILABLE FOR INSPECTION UPON REQUEST. If you have questions concerning your business license, contact the Business Support Center via email at: [email protected] or by telephone at: (707) 302-6074.

Keep this portion for your license separate in case you need a replacement for any lost, stolen, or destroyed license. A fee may be charged for a replacement or duplicate license.

This certificate does not entitle the holder to conduct business before complying with all requirements of the Vallejo Municipal code and other applicable laws, nor to conduct business in a zone where conducting such business violates law.

If you have a fixed place of business within the City of Vallejo please display the Business License above in a conspicuous place at the premises. Otherwise, every Business License holder not having a fixed place of business in the City shall keep the Business License upon his or her person, or affixed in plain view any cart, vehicle, van or other movable structure or device at all times if required by the Collector.

Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dca.ca.gov/publications/ City of Vallejo

BUSINESS LICENSE

BUSINESS LICENSING
8839 N CEDAR AVE #212
FRESNO, CA 93720-1832
Date of Issue: 07/01/2023
11711003License Number: ACCOUNTS PAYABLE

MARK THOMAS & COMPANY INC
2833 JUNCTION AVE # 110
SAN JOSE, CA 95134-1920

TO BE POSTED IN A CONSPICUOUS PLACE
AND
NOT TRANSFERABLE OR ASSIGNABLE.
2023 - 2024

SASHA DANSKY
TAX
COLLECTOR’S OFFICE, City Hall, 555 Santa Clara St., Vallejo, CA. This certificate is evidence that the person (s), firm, or corporation named hereon has paid the tax required by Chapter 5.04 of the City of Vallejo Municipal Code for the type of business, the business address and for the period indicated hereon. This certificate is issued without verification that the taxpayer is subject to or exempted from licensing by local, state, Federal or other agencies. Issuance of this certificate is not an endorsement, nor a certificate of compliance with other ordinances or laws, nor an assurance that the proposed use is in conformance with the City ’s building / Fire / Zoning regulations.

EngineerBusiness Type
DocuSign Envelope ID: 86AC7731-2E18-40B5-893D-8B03FA918D38 ACTION ITEM 9.C.

DATE: December 10, 2024
TO: Mayor and Members of the City Council
FROM: Beth Schoenberger, Water Director
SUBJECT: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

APPROVING A SECOND AMENDMENT TO THE RENTAL SERVICES AGREEMENT WITH PETERSON POWER SYSTEMS, INC. FOR GENERATOR RENTAL, ADDING $500,000, FOR A NEW NOT-TO-EXCEED AMOUNT OF $1,500,000 AND AUTHORIZE THE CITY MANAGER TO EXECUTE THE SAME.

RECOMMENDATION
Adopt a resolution of the City Council of the City of Vallejo to approve a Second Amendment to the Rental Services Agreement with Peterson Power Systems, Inc., adding $500,000, for the continued rental of the emergency back-up generator to power the Cordelia Pumping Complex, for a new total not-to-exceed amount of $1,500,000 and authorize the City Manager to execute the same.

REASONS FOR RECOMMENDATION
Approval of the Second Amendment will allow for continued emergency back-up power for the operation of Vallejo's Cordelia Water Pumping Complex which ensures consistent and reliable drinking water service during Pacific Gas & Electric's (PG&E) Public Safety Power Shut-offs and other power outages until construction of the permanent emergency power supply system is complete in 2026.

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

Although rental costs rose markedly due to demand, by September 2020 Water Facilities staff had obtained a rental generator from another vendor that provided back-up power at a monthly rate of $40,950.00 (plus sales tax) through June 30, 2021. In the meantime, a Capital Improvement project to establish a permanent back-up generator had been initiated (CIP WT7065). Due to the volatility of the rental generator market, staff determined that renting the generator long-term was the safest option given the criticality of the Cordelia Pumping Complex and the frequency of PSPSs, and the meticulous

Date: December 10, 2024
Subject: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

Page 2 ends

Vallejo City CouncilDecember 10, 2024

Vallejo City Council
December 10, 2024