Vallejo City Council
May 27, 2025

Date: May 27, 2025
Subject: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO SUBMIT A COMMENT LETTER TO THE U.S. DEPARTMENT OF THE INTERIOR REGARDING ITS DECISION TO TEMPORARILY RESCIND ITS JANUARY 10, 2025 GAMING

ELIGIBILITY DETERMINATION FOR THE SCOTTS VALLEY VALLEJO SITE

ATTACHMENTS

1. Resolution Authorizing Scotts Valley DOI Comment Letter - CAO Stamp

2. Proposed Scotts Valley DOI Comment Letter

3. SVBPI Response to Rescission Letter

4. DOI Letter Partial Reconsideration of 01.10.25 Decision Scotts Valley

5. Scotts Valley Band of Pomo Indians - Cooperative Agreement (Fully Executed)

CONTACT
Gillian Haen, Assistant City Manager (707) 648-4163
[email protected]

1 RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

AUTHORIZING THE CITY MANAGER TO SUBMIT A COMMENT LETTER TO THE U.S. DEPARTMENT OF THE INTERIOR REGARDING ITS DECISION TO TEMPORARILY RESCIND ITS JANUARY 10, 2025 GAMING ELIGIBILITY

DETERMINATION FOR THE SCOTTS VALLEY VALLEJO SITE
WHEREAS, on July 8, 2024, the Bureau of Indian Affairs (BIA) circulated the National Environmental Policy Act (NEPA) Environmental Assessment (EA) for public review of their proposed Casino and Tribal Housing Project, which includes acquisition of a 160-acre property located in the City of Vallejo into federal trust status for the benefit of the Tribe for gaming purposes; and
WHEREAS, on July 23, 2024, City staff participated in the public hearing on the document; and WHEREAS, on August 22, 2024, the City of Vallejo analyzed the document and submitted comments to the BIA regarding potential impacts on the City; and WHEREAS, on November 19, 2024, the City of Vallejo entered into a Cooperative Agreement with the Tribe to analyze impacts for the proposed project on the City and to look at potential mitigations for those impacts; and
WHEREAS, on January 10, 2025, the Department of the Interior (DOI) approved the Fee to Trust application and the associated environmental review, under the revised NEPA Environmental Assessment; and
WHEREAS, on March 24, 2025, two lawsuits were filed challenging the DOI’s trust land acquisition; one by Yocha Dehe Wintun Nation and Kletsel Dehe Wintun Nation of Cortina and the other one by United Auburn Indian Community of the Auburn Rancheria and a third lawsuit filed on April 10, 2025 by Lytton Rancheria; and
WHEREAS, on March 27, 2025, the DOI issued a “temporary recission” of the Gaming Eligibility Determination and requested that comment letters regarding the action be submitted by May 30, 2025; and
WHEREAS, on April 1, 2025, the Tribe filed a complaint and a motion for preliminary injunction seeking to reinstate the gaming eligibility determination which is scheduled to be heard in Washington D.C. on May 23, 2025; and
WHEREAS, on April 21, 2025, a Reimbursement Agreement was executed between the City of Vallejo and the Tribe in order to facilitate further study of project impacts and potential mitigations identified in the Cooperative Agreement at the Tribe’s expense; and

2 NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby authorize the City Manager to submit the comment letter attached hereto as Proposed Scotts Valley DOI Comment Letter to the Department of the Interior regarding its decision to temporarily rescind its January 10, 2025 Gaming Eligibility Determination for the Scotts Valley Vallejo Site, with any modifications recommended by the City Attorney or the City Manager.

ADOPTED by the City Council of the City of Vallejo at a regular meeting held on May 27, 2025 with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ANDREA SORCE, MAYOR
ATTEST:

DAWN G. ABRAHAMSON, CITY CLERK

Office of the City Manager ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4576 May 27, 2025
To:

Director
Office of Indian Gaming
1849 C Street NW
MS 35-43
Washington D.C. 20240
Via email: [email protected]
From:

Andrew Murray,
City Manager
City of Vallejo
555 Santa Clara Street, 3rd floor
Vallejo, CA 04590
Email: [email protected]
Re: Response to March 27, 2025 Letter – Temporary Rescission of Gaming Eligibility Determination Dear Director of the Office of Indian Gaming,
On behalf of the City of Vallejo, thank you for considering these comments on the Response to your March 27, 2025 Letter – Temporary Rescission of Gaming Eligibility Determination for the Scotts Valley Band of Pomo Indians trust land acquisition. The City is mindful of the Department of the Interior’s role in reviewing and deciding on the Gaming Eligibility, and its role as trustee. The City is respectful of tribal sovereignty and understands the need for tribal self-determination and economic development to provide for tribal members, their families, and their future.

At the same time, the City of Vallejo remains committed to ensuring that potential environmental impacts are clearly identified and appropriately mitigated through specific, timely and enforceable measures. This City also prioritizes economic development that benefits the Vallejo community.

The City of Vallejo supports the Department’s January 10, 2025 decision to acquire trust land for the Scotts Valley Band of Pomo Indians and the determination that the land qualifies for gaming under the Indian Gaming Regulatory Act, pursuant to the restored lands exception at 25 U.S.C. § 2719(b)(1)(B)(iii).

While the City previously submitted letters expressing certain concerns regarding the Tribe’s proposed homeland project, we have since engaged in constructive dialogue with the Tribal Council and its representatives over the last ten months to ensure that impacts to the City of Vallejo are properly analyzed and mitigated. During this time, City staff have met regularly with Tribal leaders and their advisors, working through complex land use, infrastructure, and planning issues in a spirit of mutual respect and intergovernmental

[Type here]

cooperation. These efforts have laid the foundation for a long-term partnership that benefits both the Tribe and the broader Vallejo community.

The Vallejo City Council formally approved a Cooperative Agreement on November 19, 2024 and authorized the execution of a Reimbursement Agreement with the Tribe on April 21, 2025 to assist in analyzing potential impacts to the City of Vallejo. These agreements provide for structured collaboration, cost recovery, and a coordinated path forward as the proposed project advances. They reflect the City’s reliance on the Department’s January 10, 2025 decision and a recognition of the Tribe’s sovereign status and enduring connection to the region.

The City of Vallejo strongly believes that the Tribe’s homeland development will provide transformational economic and community benefits for the Tribe and the citizens of Vallejo. The project is expected to create thousands of local jobs, stimulate private and public investment, and support much-needed improvements in infrastructure and municipal services. The Tribe’s and City’s commitment to responsible development, environmental stewardship, and public benefit is clear. We are proud to support a project that provides an opportunity for our community for increased economic revitalization of the City and larger region.

The City acknowledges that Scotts Valley has deep historical and cultural connections to this region, and we believe the federal government acted appropriately in recognizing those ties through its land acquisition and gaming eligibility determinations.

To disrupt that final determination now would not only undermine years of intergovernmental work and shared planning, but also erode trust in the reliability of federal decision-making. Both the City and the Tribe have moved forward in good faith on the basis of a valid and final federal action.

The City respectfully urges the Department to:

1. Affirm the finality and continued effect of the January 10, 2025 gaming eligibility determination;

2. Decline to rescind or reopen that determination; and

3. Support the intergovernmental collaboration, community benefits, economic development to an underserved population, and historical justice that this project represents.

Please let me know if you have questions or if there is more information I can provide. I look forward to your response.

Sincerely,
Andrew Murray
City Manager
City of Vallejo
Cc:

Scott Davis, Senior Advisor to the Secretary
City of Vallejo Mayor and City Council
Scotts Valley Tribal Council and Tribal Administrator

Scotts Valley Band of Pomo Indians

804 11th St
Lakeport CA, 95453
(p) 707.263.4220 (f) 707.263.4345

March 29, 2025

The Honorable Scott Davis
Senior Advisor to the Secretary
United States Department of the Interior
Washington, DC 20240
Re: Response to March 27, 2025 Letter – Temporary Rescission of Gaming Eligibility Determination
Dear Mr. Davis:

I write on behalf of the Scotts Valley Band of Pomo Indians (“Tribe”) in response to your March 27, 2025, letter temporarily rescinding the January 10, 2025 Gaming Eligibility Determination for the Tribe’s Vallejo Site. The Tribe objects to this action for the following reasons.

A. This Action Reflects Profound Disrespect For The Tribe’s Sovereign Rights And Fundamental Concepts of Fairness.

The Department did not meet with the Tribe to discuss this action or even advise the Tribe that it was contemplating this step. As far as the Tribe can tell, this action was taken following private consultation with parties that have long opposed the Tribe, parties whose interests are so attenuated or speculative that the courts refused to allow these parties to intervene in the lawsuit that the Tribe filed to challenge the Department’s original, negative decision on the gaming eligibility of the Vallejo Site, now the Tribe’s only trust land. This negative decision was reversed by the Department upon remand by the court based on its decision that the negative decision was arbitrary and capricious.

Following the remand, the Department met with the Tribe on January 18, 2024, to discuss how the Department would proceed with the remand proceeding. The Department inquired whether the Tribe wished to open the administrative record for the purpose of submitting additional evidence. The Tribe expressly declined to do so. The Department accepted the Tribe’s view and the parties proceeded accordingly, there being no provision in the Part 292 regulations authorizing or providing for public comment on ILO decisions. This is why the January 10th decision does not cite any submissions from any party, including the Tribe, that are dated after 2019. Indeed, the only other citations to documents relied upon in the decision that are dated

Scotts Valley Response to March 27, 2025 Letter
March 29, 2025

804 11th St
Lakeport CA, 95453
(p) 707.263.4220 (f) 707.263.4345

between 2019 and 2022 are from the Tribe’s court proceedings and include orders, briefs, and transcripts filed in that case.

The Department’s failure to provide formal notice or an opportunity for the Tribe to respond to the request to provide evidence outside the administrative record prior to the issuance of your letter deprives the Tribe of basic procedural fairness. This is not a minor procedural oversight; it undermines core principles of administrative law, including transparency, due process, and finality—principles the Department is bound to uphold in all of its dealings with tribal governments.

Additionally, the Department has indicated that the record is being reopened to consider submissions made by the Yocha Dehe Wintun Nation after the remand but prior to the issuance of the final opinion. However, we dispute that any procedural oversight occurred, as the Department clearly and deliberately limited the administrative record to materials submitted prior to the 2019 litigation. Even more troubling is the Department’s decision to invite submissions from any interested party at this stage. This approach dramatically broadens the scope of reconsideration beyond the stated justification and fundamentally undermines the finality of agency action.

Compounding the concern, the very claims that Yocha Dehe now insists were not considered in the record have already been advanced in litigation and will receive a full and fair hearing before the courts.1 This calls into question the need for, and legality of, duplicative administrative review. The Department’s extraordinary and unilateral action effectively offers opposing tribes a risk-free avenue to reargue their position outside the bounds of judicial process. If their claims have merit, the courts will resolve them. If not, this Department will have needlessly derailed a final agency action and harmed the interests of a fellow tribal government based on speculative and self-interested assertions.

The Department’s action—styled as a “temporary rescission” of the Tribe’s gaming eligibility determination—effectively suspends the Tribe’s ability to exercise rights in its only trust land.

Since the Department’s January 10th decision, the Tribe, as explained herein, has made significant financial commitments and taken substantial steps in reliance on the finality of that determination. By nullifying that decision without process or compensation, the Department has imposed a burden tantamount to a taking of tribal property interests, raising serious concerns under the Fifth Amendment.

1 See, Complaint, Yocha Dehe Wintun Nation v. U.S. Dep’t of the Interior, No. 1:25-cv-00867 (D.D.C. filed Mar. 24, 2025) and Complaint, United Auburn Indian Cmty. of the Auburn Rancheria v. U.S. Dep’t of the Interior, No. 1:25- cv-00873 (D.D.C. filed Mar. 24, 2025).

Scotts Valley Response to March 27, 2025 Letter
March 29, 2025

804 11th St
Lakeport CA, 95453
(p) 707.263.4220 (f) 707.263.4345

B. The Department’s Action Compromises Ongoing Litigation.

The Department’s temporary rescission was made without notice or consultation with the Tribe and rests in part on arguments advanced by third-party litigants in pending litigation cited herein at footnote 1. This effectively grants those parties partially, a remand for consideration of their extra-record evidence—without judicial process and at the direct expense of the Tribe, which intends to seek intervention in these cases and join the Department in defending the January 10th decision. The Department presumably considered and yet disregarded this significant problem, given that the plaintiff tribes from both cases were copied on your letter. Such an action violates the Department’s fiduciary duty to act with loyalty, candor, and fairness toward the Tribe. It also impermissibly entangles agency decision-making with adversarial litigation strategies in a manner that prejudices the Tribe’s position and undermines the legitimacy of the Department’s role as a trustee.

C. Reliance on 43 C.F.R. § 4.5 Is Misplaced and Procedurally Improper.

The Department cites 43 C.F.R. § 4.5 as the basis for temporarily rescinding the Gaming Eligibility Determination. However, this regulation does not support the Department’s current action.

Section 4.5(a) does grant the Secretary the authority to review decisions issued within the Department, but that authority is not unlimited. It is confined to matters not yet final, or those that remain within the Department’s jurisdiction under clearly delineated procedures. Here, the January 10th Gaming Eligibility Determination was a final decision issued after a complete administrative review conducted on a closed record, as agreed by the parties. There is no indication in Part 292 or IGRA that such a final determination may be summarily rescinded months later and after publication in the Federal Register based on general concerns about third- party submissions outside the record.

Moreover, the Department’s letter characterizes its action as a “temporary rescission” that is “not final agency action.” This distinction only underscores the inappropriateness of using § 4.5 here.

That provision is not designed to authorize informal or indefinite delays in the implementation of final decisions, especially where such delays are not grounded in statutory or regulatory process.

Allowing reopened review based on uninvited submissions outside the agreed administrative record—especially after the Department explicitly asked and the Tribe declined to reopen the record—raises serious due process concerns and undermines the integrity of the Department’s regulatory process.

Scotts Valley Response to March 27, 2025 Letter
March 29, 2025

804 11th St
Lakeport CA, 95453
(p) 707.263.4220 (f) 707.263.4345

D. Impairment of the Tribe’s Existing Contractual Obligations.

Since the January 10th decision, the Tribe has moved forward with a number of legally binding agreements related to the development of gaming on the Vallejo Site. Under those agreements, payment for the property and repayment of a loan used for funding other project agreements are structured to come directly from the revenues of the planned gaming operation authorized by the January 10th decision. These contractual commitments were made in reliance on the validity and finality of the Department’s determination that the land qualifies for gaming under IGRA’s restored lands exception.

If the Department’s action results in the reversal or indefinite suspension of the final Gaming Eligibility Determination, those agreements will be materially impaired by the federal government. Such impairment raises grave constitutional concerns. The principle that the government should not arbitrarily disrupt lawful contractual relationships also animates due process protections under the Fifth Amendment when federal action is involved.

E. Request for Reinstatement of the January 10th Determination.

The Tribe respectfully requests that the Department immediately reinstate the January 10th, Gaming Eligibility Determination, which was properly issued under 25 U.S.C. § 2719(b)(1)(B)(iii) and 25 C.F.R. § 292.12, based on a closed and complete administrative record.

The Tribe acted in reliance on the Department’s procedural representations, and further delay imposes both legal and practical prejudice.

The means by which the Department has undertaken this step – without consultation or even notice to the only tribal government with an adjudicated interest in the decision – is simply shocking. This process shows a disregard for the Tribe that runs directly counter to the Federal policy of self-determination for tribes and the commitment to consult with tribes on decisions affecting them. We appreciate the Department’s relationship with other federally recognized tribes, but the Department’s first and foremost obligation in this matter runs to the Tribe, not others. It is the Tribe’s governmental authority, property interests, and future that are at stake here. We hope the Department proceeds accordingly.

Regards,

Shawn Davis, Chairman

United States Department of the Interior

OFFICE OF THE SECRETARY
Washington, DC 20240
MAR 2 7 2025
The Honorable Shawn Davis
Chairman, Scotts Valley Band of Pomo Indians
1005 Parallel Drive
Lakeport, California 95453
Dear Chairman Davis:

This letter is a correction and re-issuance of my March 26, 2025, letter, which contained a typographical error regarding the acreage of the Vallejo Site.

On January 10, 2025, Principal Deputy Assistant Secretary - Indian Affairs Wizipan Garriot issued a decision to take a 160.33-acre parcel in the City ofVallejo, California (Vallejo Site) in trust for gaming purposes for the Scotts Valley Band of Pomo Indians (Tribe). That decision included two determinations: (1) an Indian Lands determination that the Vallejo Site is eligible for gaming under the restored lands exception of the Indian Gaming Regulatory Act and the Department of the Interior's (Department) 25 C.F.R. Part 292 regulations (Gaming Eligibility Determination) and (2) a determination that the Vallejo Site may be taken into trust pursuant to the Indian Reorganization Act and the Department's 25 C.F.R. Part 151 regulations (Trust Determination). The Gaming Eligibility Determination replaces a 2019 Indian Lands Opinion that was remanded to the Department on September 30, 2022 (2022 Remand).

This letter is to inform you that, while the Trust Determination still stands and the Vallejo Site remains in trust, the Department is temporarily rescinding the Gaming Eligibility Determination for reconsideration.' This action is taken pursuant to 43 C.F.R. § 4.5, which provides the Secretary of the Interior (Secretary) with broad authority to review and reconsider any decision of the Department. The Secretary is concerned that the Department did not consider additional evidence submitted after the 2022 Remand. During the pendency of this reconsideration, neither the Tribe nor any other entity or person should rely on the Gaming Eligibility Determination.

To aid in our reconsideration, we invite the Tribe and other interested parties to submit evidence and/or legal analysis regarding whether the Vallejo Site qualifies as restored lands under 25 U.S.C. § 2719(b)(l)(B)(iii) and 25 C.F.R. Part 292. To ensure that we have all the relevant materials, any documents submitted to the Department after the 2022 Remand should be resubmitted. Submissions should be provided to the Director, Office oflndian Gaming, at 1849 C. Street NW, MS-3543, Washington, DC 20240, or at [email protected]. The deadline for submissions is Friday, May 30, 2025.
1 Because the Department is only temporarily rescinding the Gaming Eligibility Determination , this letter does not represent the consummation of the Department's decision-making process and is not final agency action. See 25 C.F.R. §§ 2.101,

2.301.

Again, please note the March 26, 2025, letter contained a typographical error regarding the acreage of the Vallejo Site and is now corrected in this letter.

Sincerely,
Senior Advisor to the Secretary of the Interior
Exercising by delegation the authority of the
Assistant Secretary - Indian Affairs
cc: Chairman Anthony Roberts, Yocha Dehe Wintun Nation
Chairman Charlie Wright, Kletsel Dehe Wintun Nation of the Cortina Rancheria Chairman John Williams, United Auburn Indian Community of the Auburn Rancheria Mayor Andrea Sorce, City of Vallejo
Chairman Mitch Mashburn, Solano County Board of Supervisors Acting Chair, National Indian Gaming Commission
2

Docusign Envelope ID; 32E62059-1C99-4A82-BB70-24DAEC52DF64 RESOLUTION NO. 24-184 N.C.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

AUTHORIZING THE CITY MANAGER TO EXECUTE A COOPERATIVE

AGREEMENT WITH THE SCOTTS VALLEY BAND OF POMO INDIANS OF

CALIFORNIA RELATING TO THE PROPOSED APPLICATION TO PLACE LAND

WITHIN THE CITY OF VALLEJO IN TRUST FOR THE BENEFIT OF THE TRIBE WHEREAS, both Parties have engaged in preliminary discussions concerning various matters of mutual interest and concern relating to four parcels of undeveloped land located within and adjacent to the City of Vallejo boundary in Solano County, California, known to both Parties as the "Project Site," and identified by Assessor's Parcel Numbers 0182-010-010; 0182-020-010; 0182-020-020, and 0182-020-080; and
WHEREAS, the Tribe has submitted an application (Application) to the United States Department of the Interior requesting that the United States take title to the Project Site so that it will be held in trust for the benefit of the Tribe. As part of the Application, the Tribe has proposed a gaming project and project alternatives as set forth in the Environmental Assessment (Proposed Project); and
WHEREAS, the City has an interest in ensuring that if the Project Site is taken into Trust, impacts from the Proposed Project on Vallejo are adequately mitigated through the National Environmental Policy Act (NEPA) Environmental Assessment process; and WHEREAS, the Project Site is bordered by 1-80 to the west; Columbus Parkway and commercial development to the south; undeveloped land to the north; and undeveloped land, City water tank, electrical substation, and Vallejo Fire Station #27 to the east; and WHEREAS, in the event the Department of the Interior agrees to place the Project Site into Trust for the benefit of the Tribe absent an agreement, the City would have limited regulatory authority over the Project Site or the Proposed Project; and WHEREAS, the Parties agree that if the trust application to the BIA is approved, among other priorities, the provision of emergency services and public utilities to the Proposed Project and Project Site benefits the Tribe, the City and the citizens of the region by protecting the health and safety of persons on or near the Proposed Project and Project Site; and WHEREAS, as the Department of the Interior completes its environmental assessment of the Proposed Project and Project Site, both Parties recognize the importance and need for immediate discussions to occur on the various topics of mutual interest concerning the Proposed Project and Project Site that include, but are not limited to: water infrastructure; existing and potential future easements and supply capacity related to same; wastewater, sewer, and storm drainage easements and capacity; vehicle and emergency vehicle access to the Project Site; transportation infrastructure and capacity; public safety capacity and response; and any other environmental impact area potentially affecting the City, its residents, businesses, and visitors; and

ACTION ITEM 9.F.

DATE: May 27, 2025
TO: Mayor and Members of the City Council
FROM: Oscar Alcantar, Interim Public Works Director
SUBJECT: ADOPT A RESOLUTION APPROVING A TWO-YEAR AGREEMENT WITH THE OPTION TO

EXTEND FOR THREE ADDITIONAL YEARS WITH HUNT OIL OF CALIFORNIA FOR THE

SUPPLY OF FUEL AND PETROLEUM PRODUCTS AT VARIOUS CITY FACILITIES FOR A TOTAL AMOUNT NOT TO EXCEED $5,000,000 FOR FIVE YEARS AND AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME

RECOMMENDATION
Adopt a resolution approving an agreement with Hunt Oil of California for the supply of fuel and petroleum products at various City facilities for a total amount not to exceed $5,000,000 and authorizing the City Manager to execute same.

REASONS FOR RECOMMENDATION
The current agreement for the supply of fuel and petroleum products to various City-owned facilities expires June 30, 2025. A Request for Proposals (RFP) competitive procurement process has been completed and staff recommend authorizing the City Manager to execute a new agreement with Hunt Oil of California for an amount not-to-exceed $5,000,000.

BACKGROUND AND DISCUSSION
The Public Works Department purchases fuel that is used by all City fleet and is sold to boating customers at the Vallejo Municipal Marina. The City currently has an agreement with Hunt Oil of California to provide fuel and lubrication supplies. However, this agreement expires on June 30, 2025, and does not have any additional extensions. The City issued a Request for Proposals in March 2025, soliciting companies for the Supply of Fuel and Petroleum Products at the following locations:
• City of Vallejo Corporation Yard, 111 Amador Street
• City of Vallejo Municipal Marina, 42 Harbor Way
• City of Vallejo Fire Station #21, 1220 Marin Street
• City of Vallejo Fire Station #22, 700 Fifth Street
• City of Vallejo Fire Station #23, 900 Redwood Street
• City of Vallejo Fire Station #25, 595 Mini Drive
• City of Vallejo Fire Station #27, 1585 Ascot Court
• City of Vallejo Water Department, locations specified upon order • Other City Facilities as approved by the City Representative for this Agreement

Proposals from six companies were received by the submission deadline of April 3, 2025. Staff reviewed the proposals and scored them as follows:

Date: May 27, 2025
Subject: ADOPT A RESOLUTION APPROVING A TWO-YEAR AGREEMENT WITH THE OPTION TO

EXTEND FOR THREE ADDITIONAL YEARS WITH HUNT OIL OF CALIFORNIA FOR THE

SUPPLY OF FUEL AND PETROLEUM PRODUCTS AT VARIOUS CITY FACILITIES FOR A TOTAL AMOUNT NOT TO EXCEED $5,000,000 FOR FIVE YEARS AND AUTHORIZING THE

CITY MANAGER TO EXECUTE SAME

Company Total Score
Hunt Oil of California 89
Bosco Oil 84.5
Ramos Oil 82.5
Pinnacle Petroleum 82.5
Merrimac Energy Group 75.5
Safety Kleen 60.5

The proposals were evaluated on the following criteria:
• Description of Products and Services (25%)
• Pricing and Terms (50%)
• Background, Experience, and Reputation (15%)
• Other Considerations and/or Incentives (10%)

Hunt Oil of California delivers bulk quantities of all grades of gasoline, diesel fuel, and oil to gas stations, truck stops, agricultural organizations, government agencies, and retail companies with large vehicle fleets that necessitate on-site fuel storage and pumping. They deliver petroleum products to customers of all sizes and types, including commercial, government, and private, with deliveries typically ranging in size from approximately 500 gallons up to 8,000 gallons. They will monitor supply levels to ensure adequate amounts are always available for the City’s fleet use. They are able to complete deliveries on-demand and within two days of an order being placed.

Staff recommends authorizing the City Manager to execute a two-year contract with Hunt Oil of California, through June 30, 2027, with three one-year options to extend, in the not-to-exceed amount of $5,000,000 for five years.

FISCAL IMPACT
There is no new fiscal impact with approval of this item. Funds for fuel and petroleum product supplies are appropriated each year as part of the regular annual budget process.

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

ATTACHMENTS

Date: May 27, 2025
Subject: ADOPT A RESOLUTION APPROVING A TWO-YEAR AGREEMENT WITH THE OPTION TO

EXTEND FOR THREE ADDITIONAL YEARS WITH HUNT OIL OF CALIFORNIA FOR THE

SUPPLY OF FUEL AND PETROLEUM PRODUCTS AT VARIOUS CITY FACILITIES FOR A TOTAL AMOUNT NOT TO EXCEED $5,000,000 FOR FIVE YEARS AND AUTHORIZING THE

CITY MANAGER TO EXECUTE SAME

1. RESO - Fuel Products Contract - Hunt Oil of CA $5M_CAO Stamp

2. Hunt Oil of California Petroleum Products Agreement_CAO Stamp

CONTACT
Oscar Alcantar, Interim Public Works Director
[email protected]

RESOLUTION NO. 25-______

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

AGREEMENT WITH HUNT OIL OF CALIFORNIA FOR THE SUPPLY OF FUEL AND

PETROLEUM PRODUCTS AT VARIOUS CITY FACILITIES FOR A TOTAL AMOUNT NOT TO EXCEED $5,000,000 AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME WHEREAS, the City of Vallejo Fleet Division purchases fuel that is used by all City fleet vehicles and sold to the Greater Vallejo Recreation District (GVRD) as well as to boating customers at the Vallejo Municipal Marina; and
WHEREAS, in March of 2025, a Request for Proposals (RFP) was issued for the supply of fuel and petroleum products at various City locations; and
WHEREAS, proposals from six companies were received by the submission deadline of April 3, 2025. Staff reviewed the proposals and scored them as follows:

Company Total Score
Hunt Oil of California 89
Bosco Oil 84.5
Ramos Oil 82.5
Pinnacle Petroleum 82.5
Merrimac Energy Group 75.5
Safety Kleen 60.5
WHEREAS, the proposals were evaluated on the following criteria:
•Description of Products and Services (25%)
•Pricing and Terms (50%)
•Background, Experience, and Reputation (15%)
•Other Considerations and/or Incentives (10%)
; and
WHEREAS, Public Works Fleet staff rated the proposal from Hunt Oil of California with the highest overall score.

NOW, THEREFORE BE IT RESOLVED that the City Council hereby approves the Supply of Fuel and Petroleum Products Agreement by and between the City of Vallejo and Hunt Oil of California for an amount not to exceed $5,000,000.

BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute same, with any modifications recommended by the City Attorney 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 May 27, 2025, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN
ATTEST

ANDREA SORCE, MAYOR
DAWN G. ABRAHAMSON, CITY CLERK

1 SUPPLY OF FUEL AND PETROLEUM PRODUCTS AGREEMENT
This Supply of Fuel and Petroleum Products Agreement ("Agreement") is made at Vallejo, California, dated for reference this 1 st day of July, 2025, by and between the City of Vallejo, a municipal corporation ("City"), and Hunt Oil of California, a California corporation, hereinafter referred to as “Contractor”, who agree as follows:

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

2. Payment. City shall pay Contractor for materials rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled “Compensation.”

3. Indemnification. Contractor 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, Contractor’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 Contractor’s operations, or any subcontractor’s operations, to be performed under this agreement for Contractor’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 Contractor, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the sole negligence or willful misconduct of the City. The provisions of this section shall survive the expiration or termination of this Agreement.

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

5. Accident Reports. Contractor 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.

2 6. Conflict of Interest. Contractor warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Contractor’s family, business, real property or financial interests and the materials to be provided under this Agreement. Contractor 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 the Contractor’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 Contractor shall disclose such conflict in writing to City.

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

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

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

Contractor 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.

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

10. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts. In the event that the Contractor is unable to meet the completion date or schedule of materials, Contractor 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.

11. Time is of the Essence. Time is of the essence in this Agreement. Any reference

3 to days means calendar days, unless otherwise specifically stated.

12. Term. The term of this Agreement shall commence on July 1, 2025, and shall continue in full force and effect until June 30, 2027. Upon expiration of original Agreement, the City may, at its discretion and upon written notice to Contractor, extend Agreement up to three (3) times in intervals of one (1) year for a maximum Agreement term that will not extend beyond June 30, 2030.

13. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate this Agreement by giving notice to Contractor. Upon receipt of a notice of termination, Contractor shall not provide materials except as specified in the notice. Before the date of termination, Contractor 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 Contractor for services performed and/or supplies provided in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all materials or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for materials performed shall be based on an amount mutually agreed to by City and Contractor for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Contractor 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.

14. Assignment and Subcontracting. Contractor 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.

15. 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.

16. Non-Discrimination/Fair Employment Practices. Contractor 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

4 condition, age, marital status or sexual orientation.

Contractor 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.

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

If to City:

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

Chris Jones
Bay Area Operations Manager
Hunt Oil of California
5750 S Watt Ave
Sacramento, CA 95829
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.

18. 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.

19. 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.

20. 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

5 their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

21. 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.

22. 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.

23. 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.

24. 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.

25. Compliance with Laws. Contractor will comply with all statutes, regulations and ordinances in the performance of all materials under this Agreement.

26. News and Information Release. Contractor 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.

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

28. 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.

29. 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.

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

31. Exhibits. The following exhibits are attached hereto and incorporated herein by

6 reference:

Exhibit A, entitled “PRODUCTS & SPECIAL PROVISIONS,” including any attachments Exhibit B, entitled “COMPENSATION,” including any attachments Exhibit C, entitled “INSURANCE REQUIREMENTS,” including attachments [SIGNATURES ON FOLLOWING PAGE]

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

HUNT OIL OF CALIFORNIA,
a California corporation
By: _______________________
Chris Jones
Bay Area Operations Manager
DATE: ____________________
_0683114__________________
State of California Entity No.
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By: ________________________
Andrew Murray
City Manager
DATE: _______________
ATTEST:

By: ________________________
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

EXHIBIT A

PRODUCTS & SPECIAL PROVISIONS

1. Representatives. The City Representatives for this Agreement are:

Jorge Pamogas
Fleet Manager
Public Works Maintenance Division
111 Amador Street Vallejo, CA 94590
(707) 648-4558
The Contractor’s Representative for this Agreement is:

Chris Jones
Bay Area Operations Manager
5750 S Watt Ave
Sacramento, CA 95829
(800)734-2999
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 Contractor Representative and City’s Representative.

2. Products to be Provided. The products provided shall be as set forth herein.

A. Diesel Fuel
B. Unleaded Fuel
C. DEF Fluid
D. Lubricant

3. Product Specifications. All products furnished shall be in accordance with ASTM International and SAE International specifications for gasoline, diesel fuel, motor oil, gear oil, and engine coolants, which have been adopted by reference by the State of California.

4. Minimum Quantities. The City shall not be bound to purchase minimum quantities of any material.

5. Inspection. All materials furnished are subject to inspection and approval by the City designee. The designee shall have access at all times to the material stocks from which the City is supplied, and shall be furnished with every reasonable facility and assistance for ascertaining that the materials are in accordance with the requirements and intent of specifications. The inspection of the materials does not relieve the Contractor of any obligation to furnish

EXHIBIT A

materials in accordance with the aforementioned standard construction specifications.

6. Rejected Materials. The Contractor shall immediately remove any rejected or condemned material provided by the Contractor at his or her own expense.

Rejected materials shall never again be offered to the City. Additionally, as a remedy, the City may deduct and retain the cost to replace the work from any sums due or to become due to the Contractor.

7. Removal of Rejected Materials. All materials which have been rejected shall be removed and replaced by the Contractor in a manner acceptable to the City, and no compensation will be paid to the Contractor for the removal and replacement. Alternatively, the City in its sole discretion may cause rejected materials to be removed and replaced, and to deduct the costs from any moneys due or to become due the Contractor.

8. Delivery Tickets. A delivery ticket shall be provided at the time of delivery, and the tag number will be referenced on invoices to verify the material charges. Delivery tickets shall indicate the “ship to” address, description of materials being delivered, and quantity.

9. Safety Requirements. All merchandise must comply with current safety orders of the California Department of Industrial Relations and CAL/OSHA (California/Occupational Safety and Health Administration).

10. Material Data Safety Sheet. It is required by law that all hazardous materials must be identified and be accompanied with a “Material Safety Data Sheet” (MSDS) at time of delivery.

EXHIBIT B

COMPENSATION

1. Compensation. City agrees to pay Contractor for the materials and services set forth in Exhibit A of this Agreement, for a total amount not to exceed Five Million Dollars ($5,000,000). Amount shall include all costs chargeable to the City.

2. Price.

A.Price Fluctuations: As the price of fuel and petroleum products are affected by the cost of crude oil, compensation payable for these products shall be determined according to industry pricing standards in conformance with oil price fluctuations.

B.Termination of Performance: If at any time the City determines the same item can be obtained at a lower price from a different source without violating any state law, the City may then purchase the item from the lower price source without any obligation to Contractor.

3. Invoicing. In order to expedite payment all invoices must be itemized as to quantity, unit price, description, grand total and applicable discount (if any) in the same order and form as in the City of Vallejo Purchase Order. Variations will only delay payment. In addition, invoices must show the name of the department, division, or section to which the material was delivered, and the City of Vallejo Purchase Order Number.

All delivery tickets must have a description of the commodity delivered and shall include the receiving employee signature and printed name. Mail invoices to the accounts payable section of the department and to the address, as noted on individual purchase orders. Delivery tickets will contain the same information as the invoice.

4. Payment. Payment is due thirty (30) days after the City has approved the invoice or after the City has accepted the goods, whichever occurs later.

Request for payment shall be sent to: [email protected]

5. Accounting Records of Contractor. Contractor shall maintain for three (3) years after completion of all materials hereunder, all records under this Agreement, including, but not limited to, records of Contractor’s direct salary costs for all Materials and Additional Materials performed under this Agreement and records of Contractor’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Contractor 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 Contractor under this section shall survive this Agreement.

6. Taxes. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide

EXHIBIT B

City with proof of such payments upon request.

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

EXHIBIT C

EXHIBIT C - INSURANCE REQUIREMENTS
Contractor 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 materials hereunder by the Contractor, their agents, representatives, or employees or subcontractors.

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

A.Insurance shall be at least as broad as:

1.Personal injury

2.Contractual liability

3.Contractor’s broad form pollution liability

4.Product liability
B.Insurance Services Office form covering Automobile Liability, code 1 (any auto) C.Worker’s Compensation insurance as required by the State of California and Employer’s Liability Insurance.

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

A. General Liability: $3,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: $3,000,000 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 Contractor is not subject to California Workers’ Compensation requirements, Contractor shall file a completed certificate of exemption form which may be obtained from the City prior to commencing any activity authorized hereunder.

D. Pollution Legal Liability insurance in the amount of $1,000,000 per claim and in the aggregate

EXHIBIT C

TYPE OF INSURANCE MINIMUM LIMITS OF LIABILITY
Standard Workers'
Compensation & Employer's
Liability Including
Occupations Disease
Coverage
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If Bidder is self-insured, provide a certificate of Permission to Self-Insure, signed by the California Department of Industrial Relations and Self-Insurance.

Comprehensive General
Liability Insurance
$1,000,000 per occurrence for bodily injury, personal injury, property damage and products and completed operations; product liability, contractor’s pollution liability. If Commercial General Liability Insurance or other form with a general aggregate liability is used, either the general aggregate limit shall apply separately to this product or the minimum required aggregate limit or be twice the required occurrence limit. Policy shall be endorsed to name the Agency as an additional insured per the conditions detailed below.

ISO Form CG 20 10 (1/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.

Umbrella/Excess Liability
Coverage
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies.

Broad Form Contractors
Pollution Liability Insurance
Same limits as Commercial General Liability insurance.

Time Element Sudden and Accidental coverage and/or any Blended Pollution Endorsements on General Liability and Auto Liability policies and/or Pollution Liability policies will not be accepted.

3. Deductible and Self-Insured Retention. Any deductibles or self-insured retention must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Contractor 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 Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased hired or borrowed by the Contractor. 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.

EXHIBIT C
B. For any claims related to this project, the Contractor'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 Contractor'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 Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

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

F. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Contractor’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. Contractor shall furnish the City with certificates of insurance and original endorsements affecting general 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. Contractor 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 Contractor if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Contractor otherwise ceases to be insured as required herein.

ACTION ITEM 9.G.

DATE: May 27, 2025
TO: Mayor and Members of the City Council
FROM: Gillian Haen, Assistant City Manager
Erin Hanford, Economic Development Program Manager
SUBJECT: ADOPT A RESOLUTION APPROVING TWO SEPARATE CONSULTANT AND

PROFESSIONAL SERVICES AGREEMENTS WITH ENVIRONMENTAL RISK SERVICES

CORPORATION (ERS) FOR THE MARE ISLAND AND THE FORMER PG&E

MANUFACTURED GAS PLANT ENVIRONMENTAL CLEANUP PROJECTS, EACH FOR

A THREE-YEAR TERM WITH TWO ONE-YEAR EXTENSION OPTIONS IN A TOTAL NOT TO EXCEED AMOUNT OF $1,200,000 AND AUTHORIZING THE CITY MANAGER TO

EXECUTE THE SAME

RECOMMENDATION
Adopt a resolution approving two separate consultant and professional services agreements with Environmental Risk Services Corporation (ERS) for the Mare Island and the former PG&E Manufactured Gas Plant Environmental Cleanup Projects, both projects funded by third party sources, each for a three-year term with two one-year extension options in a total not to exceed amount of $1,200,000 and authorizing the City Manager to execute the same.

REASONS FOR RECOMMENDATION
The City requires the services of an outside environmental consultant to provide ongoing environmental consultant services for the Mare Island and PG&E environmental cleanup projects. Executing the consultant agreements with Environmental Risk Services Corporation (ERS) will ensure the City continues to have an environmental consultant familiar with these complex cleanup programs oversee and represent the City’s interest as these projects are coming close to completion. Both the Mare Island project, which has been ongoing for over 20 years and is fully funded by the Navy, and the PG&E project which has been ongoing for over 15 years and is fully funded by PG&E, are anticipated to be complete within the next five (5) years.

BACKGROUND AND DISCUSSION
Since 2012 the City has engaged Environmental Risk Services Corporation (ERS) to provide environmental consultant services including technical review, analysis and recommendations for the Mare Island and PG&E cleanup projects. The City’s current contract with ERS, which covers the Mare Island, PG&E and other projects, expires June 30, 2025. Given the complexity of these cleanup projects, the City recommends executing a Mare Island ERS contract not to exceed $600,000; and a PG&E ERS contract not to exceed $600,000 based on the following key advantages:

1. In 2019 the City selected ERS as the most qualified firm to oversee the City’s environmental cleanup projects through an RFQ process based on the following key advantages:
o Experience overseeing large and complex military remediation and base reuse projects. o Unique focus on representing public and private interests in military cleanup projects. o Experienced and streamlined team.

Date: May 27, 2025
Subject: ADOPT A RESOLUTION APPROVING TWO SEPARATE CONSULTANT AND

PROFESSIONAL SERVICES AGREEMENTS WITH ENVIRONMENTAL RISK

SERVICES CORPORATION (ERS) FOR THE MARE ISLAND AND THE FORMER

PG&E MANUFACTURED GAS PLANT ENVIRONMENTAL CLEANUP PROJECTS,

EACH FOR A THREE-YEAR TERM WITH TWO ONE-YEAR EXTENSION OPTIONS IN A TOTAL NOT TO EXCEED AMOUNT OF $1,200,000 AND AUTHORIZING THE

CITY MANAGER TO EXECUTE THE SAME

2. ERS has maintained their rates for professional consultant services to the City for the last five years and has committed to keeping these same rates in place for the duration of the new contract effective through June 30, 2030.

3. Regarding the Mare Island cleanup project:
• ERS has provided technical expertise and advice to the City on the Mare Island environmental cleanup project since 2012. The ERS team is familiar with the key stakeholders including the City, Navy, Lennar Mare Island (LMI) and the regulatory agency representatives. • After 23+ years, the Mare Island cleanup project is in its final stages. Lennar anticipates closure of their remaining two investigation areas by Fall 2025 and the Navy anticipates closure of their remaining sites by 2030.
• ERS brings continuity to the project whereas a new consultant would take an enormous amount of time, staffing and funding to get up to speed on a project that is anticipated to end in the next 5 years. As ERS has reviewed all the Navy and LMI cleanup documents over the past 12 years they understand the unique nature of the Mare Island project and the complexities of each site.
• The City needs ERS’ in-depth experience and understanding of the remaining cleanup sites as part of our negotiations on Navy transfers. The Navy has received closure on a number of their sites and has started the process of transferring these sites. The City recently received the first draft deed from the Navy in over 10 years. Given their in-depth knowledge and experience, ERS can best advise the City to understand and negotiate the restrictions, obligations, liability and operating costs associated with the remaining Mare Island sites, most of which are anticipated to be leased or owned by the City. • ERS has been invaluable to the City by offering a thorough understanding of the cleanup sites and the federal grant process. They have dedicated staff representing the City and provide quarterly status updates including recommendations with a focus on liability, risk and future costs to the City.

4. Regarding the PG&E cleanup project:
• ERS has performed third-party review of all PG&E’s activities on behalf of the City since 2012. • Through this long tenure, ERS has established relationships with PG&E, its consultants, and regulators overseeing the remediation of the site, bringing continuity to a project that is anticipated to be completed during the City’s FY2027-28. • ERS has a deep understanding of the history and technical details of the former PG&E Manufactured Gas Plant site and remedial activities that would require substantial time and costs for a new firm to obtain.

Date: May 27, 2025
Subject: ADOPT A RESOLUTION APPROVING TWO SEPARATE CONSULTANT AND

PROFESSIONAL SERVICES AGREEMENTS WITH ENVIRONMENTAL RISK

SERVICES CORPORATION (ERS) FOR THE MARE ISLAND AND THE FORMER

PG&E MANUFACTURED GAS PLANT ENVIRONMENTAL CLEANUP PROJECTS,

EACH FOR A THREE-YEAR TERM WITH TWO ONE-YEAR EXTENSION OPTIONS IN A TOTAL NOT TO EXCEED AMOUNT OF $1,200,000 AND AUTHORIZING THE

CITY MANAGER TO EXECUTE THE SAME

ERS Background:

ERS is a multidisciplinary environmental consulting firm specializing in remediation and cleanup, early transfers, development and reuse of Base Realignment and Closure (BRAC) military installations in the San Francisco Bay Area and around the U.S. ERS has been involved in many large and complex military remediation projects such as the Port of Stockton, Port of Oakland, Concord Naval Weapons Station and the former Benicia Arsenal.

Unique to their industry, ERS’s focus is providing technical and strategic services to public entities, and evaluating, managing, and reducing risks and liabilities associated with the transfer of military installations such as Mare Island.

Environmental Projects Status:

PG&E Site – Estimated completion in 2027-28.

The PG&E cleanup plan for the former MGP site is in progress. In 2025 PG&E will conduct post- remediation gas sampling and groundwater wells installation and sampling. It is anticipated that PG&E will complete the required Soil Remediation Action Completion Report, Human Health Risk Assessment, Operation and Maintenance Plan, and Public Right-of-Way Soil Management Plans by 2026. PG&E anticipates that the Department of Toxic Substances and Control (DTSC) will prepare the Operation and Maintenance Agreement and the Land Use Covenants in 2027 and issue a Certificate of Completion by 2027-28 for this project. The environmental consultant will work with the regulatory agencies (DTSC and Bay Conservation and Development Commission (BCDC)) on reviewing the results of monitoring, reports, agreements and covenants to obtain an issued Certificate of Completion.

Mare Island - Lennar Mare Island (LMI) - Estimated completion in Fall of 2025 Approximately 89% of the 672-acre Eastern Early Transfer Parcel (EETP) has received regulatory closure and only 4 of the 850 environmental cleanup sites identified remain open. LMI estimates the completion of the remaining sites by Fall 2025, subject to unforeseen delays and the Department of Toxic Substances Control (DTSC).

Mare Island - Navy - Estimated completion in 2030
The Navy has approximately 17 remaining cleanup sites in various stages of clean-up covering approximately 580 acres on Mare Island. They anticipate completion of these sites by the end of 2030, subject to unforeseen delays and DTSC.

Estimated Cost for Remaining projects:

The estimated environmental consultant costs for the Mare Island, PG&E and 50 Solano environmental cleanup projects are as follows:

Mare Island $600,000

Date: May 27, 2025
Subject: ADOPT A RESOLUTION APPROVING TWO SEPARATE CONSULTANT AND

PROFESSIONAL SERVICES AGREEMENTS WITH ENVIRONMENTAL RISK

SERVICES CORPORATION (ERS) FOR THE MARE ISLAND AND THE FORMER

PG&E MANUFACTURED GAS PLANT ENVIRONMENTAL CLEANUP PROJECTS,

EACH FOR A THREE-YEAR TERM WITH TWO ONE-YEAR EXTENSION OPTIONS IN A TOTAL NOT TO EXCEED AMOUNT OF $1,200,000 AND AUTHORIZING THE

CITY MANAGER TO EXECUTE THE SAME

PG&E $600,000
Total $1,200,000

The new ERS Agreements will ensure the City has continuity with management of the remaining Mare Island and PG&E cleanup projects that are in their final states. The City needs ERS’s expertise and experience on these projects to ensure that the City’s liability and costs associated with the ongoing environmental cleanup are identified, analyzed and managed effectively.

FISCAL IMPACT
Both the Mare Island and PG&E Agreement services will be funded from accounts outside of the General Fund. The consultant’s costs related to the PG&E site are reimbursed by PG&E up to $120,000 per year through the Outside Services Fund 129, and the costs related to the Mare Island Remediation project are funded from Mare Island Conversion Fund 106 Navy grants. Budget authority for these additional costs will be requested in each budget cycle for Council approval.

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. ERS 2025 Agreement Reso CAO Stamp

2. ERS Mare Island 2025 Agreement FINAL_CAO Stamp

3. ERS PGE 2025 Agreement FINAL_CAO Stamp

CONTACT
Gillian Haen, Assistant City Manager (707) 648-4163
[email protected]

RESOLUTION NO. N.C.
.

A RESOLUTION APPROVING TWO SEPARATE CONSULTANT AND PROFESSIONAL

SERVICES AGREEMENTS WITH ENVIRONMENTAL RISK SERVICES CORPORATION FOR

THE MARE ISLAND AND THE FORMER PG&E MANUFACTURED GAS PLANT

ENVIRONMENTAL CLEANUP PROJECTS, EACH FOR A THREE-YEAR TERM WITH TWO ONE-YEAR EXTENSION OPTIONS IN A TOTAL NOT TO EXCEED AMOUNT OF $1,200,000 AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE SAME.

WHEREAS, on March 29, 2012, the City of Vallejo executed a consultant and professional services agreement with Environmental Risk Services Corporation (ERS) for the Mare Island and Former Pacific Gas and Electric (PG&E) Manufactured Gas Plant Environmental Cleanup Projects; and WHEREAS, in 2019 the City of Vallejo issued an Request for Qualifications (RFQ) for environmental services and selected ERS as the most qualified firm to oversee the City’s Mare Island and PG&E environmental cleanup projects; and
WHEREAS, on July 1, 2020, the City of Vallejo executed a consultant and professional services agreement with ERS for a three-year term with two one-year extension options; and WHEREAS, the City of Vallejo’s current contract with ERS expires June 30, 2025; and WHEREAS, as ERS has provided environmental consultant services including technical review, analysis and recommendations for the Mare Island and PG&E cleanup projects since 2012, the firm representatives are familiar with all of the Mare Island cleanup sites and have a deep understanding of the technical details of the PG&E site and remedial activities; and WHEREAS, the Mare Island project, which has been ongoing for over 20 years and is fully funded by the Navy, and the PG&E project which has been ongoing for over 15 years and is fully funded by PG&E, are anticipated to be complete within the next five (5) years; and WHEREAS, City of Vallejo needs to continue to have an environmental consultant familiar with these complex cleanup programs oversee and represent the City’s interest as these projects are coming close to completion.

NOW THEREFORE BE IT RESOLVED that the City Council finds that the consultant and professional services agreements with Environmental Risk Services Corporation (ERS) for the Mare Island and the former PG&E Manufactured Gas Plant Environmental Cleanup Projects are in the best interests of the City and are therefore hereby approved.

BE IT FURTHER RESOLVED that the City Manager is authorized to execute the consultant and professional services agreements with Environmental Risk Services Corporation (ERS) for the Mare Island and the former PG&E Manufactured Gas Plant Environmental Cleanup Projects, with any modifications recommended by the City Attorney.

PASSED AND ADOPTED by the City Council of the City of Vallejo, State of California this ____ day of ______________, 2025, by the following vote:

AYES:

NOES:

ABSENT:
________________________

ANDREA SOURCE, MAYOR
ATTEST: ________________________
DAWN G. ABRAHAMSON, CITY CLERK

ERS Consultant and Professional Services Agreement Page 1 of 10

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT
This Consultant and Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this first day of July, 2025, by and between the City of Vallejo, a municipal corporation ("City"), and Environmental Risk Services Corporation, a California corporation, hereinafter referred to as “Consultant”, who agree as follows:

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

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

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

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

Consultant shall also 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

ERS Consultant and Professional Services Agreement Page 2 of 10 subcontractor’s operations, related to costs or benefits associated with California Public Employment Retirement System (CalPERS) membership where Consultant supplies a CalPERS member who CalPERS determines is subject to enrollment.

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

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

6. Accident Reports. Consultant shall immediately report (as soon as 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.

ERS Consultant and Professional Services Agreement Page 3 of 10

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 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 outlined in Attachment 1 of Exhibit A 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.

ERS Consultant and Professional Services Agreement Page 4 of 10

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

In the event that the 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. General Prohibition on Assignment of CalPERS Members and Annuitants.

Consultant shall not hire, employ, or use, as an employee, subcontractor or agent of Consultant (Assigned Individual) any California Public Employment Retirement System (CalPERS) member or annuitant in connection with the provision of services under this Agreement. Nor shall Consultant allow any of its subcontractors, agents, or other representatives to employ CalPERS members or annuitants for the purpose of performing work under this Agreement. Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

The City Manager and the Human Resources Director may together approve an exception which they determine either: (i) meets the requirements of CalPERS relating to Independent Contractors; or (ii) where such Assigned Individual who is an Annuitant, has not, and will not, exceed 960 total hours in a fiscal year (July 1 to June 30) for all CalPERS

ERS Consultant and Professional Services Agreement Page 5 of 10 employers combined, and satisfies all other CalPERS annuitant requirements. No Assigned Individual, regardless of CalPERS membership at the time the labor is provided, may exceed 1,000 hours in a fiscal year (July 1 to June 30).

16. 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.

17. Term. The term of this Agreement shall commence on July 1, 2025, and shall continue in full force and effect until June 30, 2028.

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 five years.

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

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

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

19. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Consultant resulting from services rendered pursuant to this Agreement, shall become the property of City.

ERS Consultant and Professional Services Agreement Page 6 of 10 Consultant agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Consultant makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

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

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

21. 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.

22. 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.

23. 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

ERS Consultant and Professional Services Agreement Page 7 of 10 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 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.

24. 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: Erin Hanford
Economic Development Program Manager
Economic Development Division
555 Santa Clara Street
Vallejo, CA 94590
If to Consultant: Mark O’Brien
CEO
Environmental Risk Services
P.O. Box 1209
Alamo, CA 94507
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

ERS Consultant and Professional Services Agreement Page 8 of 10 agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

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

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties 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

ERS Consultant and Professional Services Agreement Page 9 of 10 manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

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

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

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

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

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

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

36. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise. Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement.

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

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

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

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments [SIGNATURES ON FOLLOWING PAGE]

ERS Consultant and 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.

ENVIRONMENTAL RISK SERVICES,
a California corporation
By: ____________________
Mark O’Brien
Chief Executive Officer
DATE: __________________
__21-000-12905___________
Vallejo Business License No.
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By: ____________________
Andrew Murray
City Manager
DATE: __________________
ATTEST:

By: _____________________
Dawn G Abrahamson
City Clerk
APPROVED AS TO FORM:

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

By: ____________________
Armond Sarkis
Risk Manager

ERS Consultant and Professional Services Agreement Page 1 of 4 Exhibit A – Scope of Work

EXHIBIT A

SCOPE OF WORK

1. Representatives.

The City Representative for this Agreement is:

Erin Hanford
Economic Development Program Manager
Economic Development Division
555 Santa Clara Street
Vallejo, CA 94590
Office: (707) 648-5406
Fax: (707) 648-4499
The Consultant’s Representative for this Agreement is:

Mark O’Brien
CEO
Environmental Risk Services
P.O. Box 1209
Alamo, CA 94507
Office: (925) 878-3771
All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Consultant Representative and City’s Representative.

2. Services to be Provided. The services provided shall be as set forth in Attachment 1 of Exhibit A, attached hereto and incorporated herein by this reference.

In addition, Consultant shall provide as needed, environmental consulting services, research, analysis and advice to the City on other cleanup sites, as requested by the City Manager, or his designee.

3. Time for Performance. Consultant will perform the services in a timely manner and/or diligently pursue work to completion. Failure to do so may be grounds for termination of this Agreement.

4. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and

ERS Consultant and Professional Services Agreement Page 2 of 4 Exhibit A – Scope of Work
breadth of experience. There shall be no change in the personnel listed below, without written approval of the City Representative. Consultant recognizes that the composition of this team was instrumental in the City’s decision to award the work to Consultant and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

Key personnel are as follows: Mark O’Brien, President, and Peter Weiler, Senior Hydrogeophysicist

ERS Consultant and Professional Services Agreement Page 3 of 4 Exhibit A – Scope of Work
Attachment 1 of Exhibit A
Services to be Provided
Consultant shall perform the following Scope of Work to provide services:

Mare Island Project Scope of Work
Consultant to serve as technical consultant and project manager for City of Vallejo for the Mare Island Environmental Remediation Project. The Consultant’s focus will be on cleanup sites that are anticipated to be conveyed to the City in fee title or as a leasehold interest. Chief duties include the following:

Liaison with key stakeholders
•Represent the City at environmental cleanup meetings and teleconferences regarding environmental investigation and remediation.
•Attend technical meetings with stakeholders including developer, Lennar Mare Island (Lennar), regulatory agencies, Navy and City.
•Support City in environmental related negotiations with stakeholders including developer, Lennar, regulatory agencies, Navy, State Lands and Federal agencies.

Technical Support
•Oversee investigation and remediation of environmental cleanup sites. •Review and comment on environmental reports prepared by Navy, Lennar or consultants.
•Review regulatory agency correspondence and comments.
•Review and comment on transfer agreements with Navy, Lennar, State Lands and Federal regulators.
•Support City in development and review of transfer-related agreements including the following: LUCs, CRUPs, O&M Plans, O&M Agreements, FOSTS, Soil Management Plans, Deeds, Phase I and II reports, and Building Materials Assessments.

Risk Management
•Notify City of environmental issues of concern and provide recommendations. •Support City in review of risk evaluation, risk mitigation and liability management for environmental related issues.
•Advise the City of all risks, liability and future costs associated with cleanup sites.

Reporting
•Submit Quarterly Reports to include:
oStatus of key environmental investigation and cleanup sites.

ERS Consultant and Professional Services Agreement Page 4 of 4 Exhibit A – Scope of Work
oIssues that may affect the City.
oList of reports under review.
oBudget status - monthly project budget.
•At the direction of the City, conduct research and prepare supplemental technical memos as needed, providing guidance on sites and issues directly effecting the City.

Miscellaneous
•Review background materials and drafts related to proposed amendments to City’s Environmental Services Cooperative Agreement (ESCA), the Mare Island Remediation Agreement (MIRA) and other corresponding documents, and provide preliminary assessment of risk and recommendations related to amendments.

ERS Consultant and Professional Services Agreement Page 1 of 4 Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed of Six Hundred Thousand Dollars ($600,000).

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

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

2. Consultant’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

2. Appropriate Billable Hourly Rates for Services and Additional Services. Consultant’s billable 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.

ERS Consultant and Professional Services Agreement Page 2 of 4 Exhibit B - Compensation
A. Payments to Consultant shall be made within a reasonable time after receipt of Consultant’s invoice, said payments to be made in proportion to services performed. Consultant may request payment on a monthly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by Consultant shall contain the following information:

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

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

5. Social Security Number or Taxpayer Identification Number

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

7. Total Billed to Date
C. Items shall be separated into Services and Reimbursable Expenses.

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

D. Request for payment shall be sent to:

Erin Hanford
Economic Development Program Manager
Economic Development Division
555 Santa Clara Street
Vallejo CA 94590

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

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

6. Taxes. Consultant shall pay, when and as due, any and all taxes incurred

ERS Consultant and Professional Services Agreement Page 3 of 4 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.

ERS Consultant and Professional Services Agreement Page 4 of 4 Exhibit B - Compensation
Attachment 1 of Exhibit B
Consultant Billable Hourly Rates
Consultant’s billable hourly rates for Services shall be as follows:

Peter Weiler is charged at the Senior Scientist Rate
Mark O’Brien is charged at the Principal Program Manager Rate These hourly rates are effective through June 30, 2030.

ERS Consultant and Professional Services Agreement Page 1 of 3 Exhibit C – Insurance Requirements

EXHIBIT C

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

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

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

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

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

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

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

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

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

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

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

ERS Consultant and Professional Services Agreement Page 2 of 3 Exhibit C – Insurance Requirements

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

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

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

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

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

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

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

F. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers' compensation carrier 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.

ERS Consultant and Professional Services Agreement Page 3 of 3 Exhibit C – Insurance Requirements

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.

ERS Consultant and Professional Services Agreement Page 1 of 11

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT
This Consultant and Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this first day of July, 2025, by and between the City of Vallejo, a municipal corporation ("City"), and Environmental Risk Services Corporation, a California corporation, hereinafter referred to as “Consultant”, who agree as follows:

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

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

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

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

Consultant shall also 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,

ERS Consultant and Professional Services Agreement Page 2 of 11 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, related to costs or benefits associated with California Public Employment Retirement System (CalPERS) membership where Consultant supplies a CalPERS member who CalPERS determines is subject to enrollment.

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

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

6. Accident Reports. Consultant shall immediately report (as soon as 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

ERS Consultant and Professional Services Agreement Page 3 of 11 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 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 outlined in Attachment 1 of Exhibit A 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.

ERS Consultant and Professional Services Agreement Page 4 of 11 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, 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. General Prohibition on Assignment of CalPERS Members and Annuitants. Consultant shall not hire, employ, or use, as an employee,

ERS Consultant and Professional Services Agreement Page 5 of 11 subcontractor or agent of Consultant (Assigned Individual) any California Public Employment Retirement System (CalPERS) member or annuitant in connection with the provision of services under this Agreement. Nor shall Consultant allow any of its subcontractors, agents, or other representatives to employ CalPERS members or annuitants for the purpose of performing work under this Agreement.

Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

The City Manager and the Human Resources Director may together approve an exception which they determine either: (i) meets the requirements of CalPERS relating to Independent Contractors; or (ii) where such Assigned Individual who is an Annuitant, has not, and will not, exceed 960 total hours in a fiscal year (July 1 to June 30) for all CalPERS employers combined, and satisfies all other CalPERS annuitant requirements. No Assigned Individual, regardless of CalPERS membership at the time the labor is provided, may exceed 1,000 hours in a fiscal year (July 1 to June 30).

16. 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.

17. Term. The term of this Agreement shall commence on July 1, 2025, and shall continue in full force and effect until June 30, 2028.

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 five years.

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

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

18. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Consultant.

Upon receipt of a notice of termination, Consultant shall perform no further work except as specified in the notice. Before the date of termination, Consultant shall deliver to City all City records and documents, all work product, whether completed

ERS Consultant and Professional Services Agreement Page 6 of 11 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.

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

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

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

21. 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

ERS Consultant and Professional Services Agreement Page 7 of 11 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.

22. 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.

23. 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 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

ERS Consultant and Professional Services Agreement Page 8 of 11 and City ordinances and regulations hereinafter enacted.

24. 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: Ivette Iraheta
Economic Development Program Manager
Economic Development Division
555 Santa Clara Street
Vallejo, CA 94590
If to Consultant: Mark O’Brien
CEO
Environmental Risk Services
P.O. Box 1209
Alamo, CA 94507
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to Section 1 of Exhibit A.

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

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

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties 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.

ERS Consultant and Professional Services Agreement Page 9 of 11

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

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

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

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

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

Consultant shall treat all records and work product prepared or 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

ERS Consultant and Professional Services Agreement Page 10 of 11 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]

ERS Consultant and Professional Services Agreement Page 11 of 11 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

ENVIRONMENTAL RISK SERVICES,
a California corporation
By: ____________________
Mark O’Brien
Chief Executive Officer
DATE: __________________
__21-000-12905___________
Vallejo Business License No.
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By: ____________________
Andrew Murray
City Manager
DATE: __________________
ATTEST:

By: _____________________
Dawn G Abrahamson
City Clerk
APPROVED AS TO FORM:

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

By: ____________________
Armond Sarkis
Risk Manager

ERS Consultant and Professional Services Agreement Page 1 of 3 Exhibit A – Scope of Work

EXHIBIT A

SCOPE OF WORK

1. Representatives.

The City Representative for this Agreement is:

Ivette Iraheta
Economic Development Program Manager
Economic Development Division
555 Santa Clara Street
Vallejo, CA 94590
Office: (707) 645-2622
Fax: (707) 648-4499
The Consultant’s Representative for this Agreement is:

Mark O’Brien
CEO
Environmental Risk Services
P.O. Box 1209
Alamo, CA 94507
Office: (925) 878-3771
All routine administrative communications between the parties will be between the above named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Consultant Representative and City’s Representative.

2. Services to be Provided. The services provided shall be as set forth in Attachment 1 of Exhibit A, attached hereto and incorporated herein by this reference.

In addition, Consultant shall provide as needed, environmental consulting services, research, analysis and advice to the City on other cleanup sites, as requested by the City Manager, or his designee.

3. Time for Performance. Consultant will perform the services in a timely manner and/or diligently pursue work to completion. Failure to do so may be grounds for termination of this Agreement.

4. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and

ERS Consultant and Professional Services Agreement Page 2 of 3 Exhibit A – Scope of Work
breadth of experience. There shall be no change in the personnel listed below, without written approval of the City Representative. Consultant recognizes that the composition of this team was instrumental in the City’s decision to award the work to Consultant and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

Key personnel are as follows: Mark O’Brien, President, and Peter Weiler, Senior Hydrogeophysicist

ERS Consultant and Professional Services Agreement Page 3 of 3 Exhibit A – Scope of Work
Attachment 1 of Exhibit A
Services to be Provided
Consultant shall perform the following Scope of Work to provide services:

PG&E Project Scope of Work
Consultant to serve as technical consultant and project manager for City of Vallejo for the Voluntary Investigation and Remediation of a former Manufactured Gas Plant located on City property. Consultant to provide environmental services, technical support, site characterization, site investigation and other related services, as needed to support the City in obtaining a No Further Action (NFA) status on the approximately 26-acre site.

Chief duties include:
•Review technical documents Review and produce technical documents (field reports, etc.)
•Perform regular inspections of field activities to ensure that procedures protective of the City of Vallejo are being properly implemented •Coordinating outreach activities
•Advise and update City personnel on investigation and cleanup activities •Manage interactions between City and PG&E

ERS Consultant and Professional Services Agreement Page 1 of 4 Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed of Six Hundred Thousand Dollars ($600,000).

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

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

2. Consultant’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

2. Appropriate Billable Hourly Rates for Services and Additional Services. Consultant’s billable 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.

ERS Consultant and Professional Services Agreement Page 2 of 4 Exhibit B - Compensation
A. Payments to Consultant shall be made within a reasonable time after receipt of Consultant’s invoice, said payments to be made in proportion to services performed. Consultant may request payment on a monthly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by Consultant shall contain the following information:

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

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

5. Social Security Number or Taxpayer Identification Number

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

7. Total Billed to Date
C. Items shall be separated into Services and Reimbursable Expenses.

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

D. Request for payment shall be sent to:

Ivette Iraheta
Economic Development Program Manager
Economic Development Division
555 Santa Clara Street
Vallejo CA 94590

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

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

6. Taxes. Consultant shall pay, when and as due, any and all taxes incurred

ERS Consultant and Professional Services Agreement Page 3 of 4 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.

ERS Consultant and Professional Services Agreement Page 4 of 4 Exhibit B - Compensation
Attachment 1 of Exhibit B
Consultant Billable Hourly Rates
Consultant’s billable hourly rates for Services shall be as follows:

Peter Weiler is charged at the Senior Scientist Rate
Mark O’Brien is charged at the Principal Program Manager Rate These hourly rates are effective through June 30, 2030.

ERS Consultant and Professional Services Agreement Page 1 of 3 Exhibit C – Insurance Requirements

EXHIBIT C

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

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

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

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

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

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

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

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

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

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

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

ERS Consultant and Professional Services Agreement Page 2 of 3 Exhibit C – Insurance Requirements

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

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

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

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

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

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

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

F. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers' compensation carrier 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.

ERS Consultant and Professional Services Agreement Page 3 of 3 Exhibit C – Insurance Requirements

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.

ACTION ITEM 9.H.

DATE: May 27, 2025
TO: Mayor and Members of the City Council
FROM: Oscar Alcantar, Interim Public Works Director
SUBJECT: ADOPT TWO RESOLUTIONS AWARDING: (1) AN ON-CALL CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT TO CSG CONSULTANTS, INC. FOR

CONSTRUCTION MANAGEMENT SERVICES RELATED TO THE MARE ISLAND

CAUSEWAY BRIDGE PREVENTATIVE MAINTENANCE AND REPAIR PROJECT IN AN AMOUNT NOT TO EXCEED $1,410,402; AND (2) AN ON-CALL CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT TO CSG CONSULTANTS, INC. FOR

CONSTRUCTION MANAGEMENT SERVICES RELATED TO OTHER FEDERALLY FUNDED PROJECTS IN AN AMOUNT NOT TO EXCEED $500,000, AND AUTHORIZING

THE CITY MANAGER TO EXECUTE THE AGREEMENTS

RECOMMENDATION
Adopt two resolutions awarding: (1) an On-Call Consultant and Professional Services Agreement to CSG Consultants, Inc. for construction management services related to the Mare Island Causeway Bridge Preventative Maintenance and Repair Project in an amount not to exceed $1,410,402; and (2) an On-Call Consultant and Professional Services Agreement to CSG Consultants, Inc. for construction management services related to other federally funded projects in an amount not to exceed $500,000, and authorizing the City Manager to execute the Agreements.

REASONS FOR RECOMMENDATION
CSG was selected through a formal competitive Request for Proposals process in accordance with federal funding requirements, and based on its proven performance and the City's ongoing need for construction management services of federally funded projects, staff recommend awarding contracts to them for construction management of various City projects.

BACKGROUND AND DISCUSSION
On September 26, 2023, the City Council approved an on-call Consultant and Professional Services Agreement with CSG Consultants, Inc. (CSG), in the amount of $500,000, with a contract term through June 30, 2026, and two one-year extension options, after CSG was selected through a formal competitive Request for Proposals (RFP) process in accordance with federal funding requirements.

The full $500,000 authorized under the current contract (24-PW070) has been expended or encumbered, primarily for services related to the Navigation Center project. CSG has also been providing support for the Police Department Building and the temporary Police Dispatch Unit projects. In order for CSG to continue work on these critical initiatives, Council approval is required to authorize expenditures beyond the current $500,000 contract limit.

Furthermore, in accordance with federal guidelines, a solicitation was distributed for construction management of the Mare Island Causeway Bridge Preventative Maintenance and Repair Project. The City received two proposals—from CSG and Park Engineering. Both firms were evaluated based on the criteria outlined in the Request for Proposals (RFP). CSG received the highest overall score in the evaluation process and was

Date: May 27, 2025
Subject: ADOPT TWO RESOLUTIONS AWARDING: (1) AN ON-CALL CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT TO CSG CONSULTANTS, INC. FOR

CONSTRUCTION MANAGEMENT SERVICES RELATED TO THE MARE ISLAND

CAUSEWAY BRIDGE PREVENTATIVE MAINTENANCE AND REPAIR PROJECT IN AN AMOUNT NOT TO EXCEED $1,410,402; AND (2) AN ON-CALL CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT TO CSG CONSULTANTS, INC. FOR

CONSTRUCTION MANAGEMENT SERVICES RELATED TO OTHER FEDERALLY FUNDED PROJECTS IN AN AMOUNT NOT TO EXCEED $500,000, AND

AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENTS

selected as the construction management consultant for the project based on their extensive relevant experience and strong qualifications. In contrast, Park Engineering's proposal was missing certain required forms, and its experience in similar projects was limited when compared to CSG.

Based on CSG's proven performance and the City's continued need for construction management services, staff recommend the award of two new agreements to CSG for construction management services.

FISCAL IMPACT
The proposed agreements with CSG Consultants, Inc., for the cumulative amount of $1,910,402, will not have a direct impact on the General Fund. The services will be fully funded through the existing budget allocated in the Capital Improvement budget. Additionally, 88.53% of the project expenditures related to the Mare Island Causeway Bridge Preventative Maintenance and Repair Project are eligible for reimbursement through federal grant funding.

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

ATTACHMENTS

1. Reso-Award CSG - MIBridge 5.27.25_CAO Stamp

2. Exhibit A: CSG On-Call Consultant Professional Services Agreement (Revised 05-2025) - MI Bridge Project $1.4M 5.27.25_CAO Stamp

3. Reso-Award CSG - $500k On-Call Contract 5.27.25_CAO Stamp

4. Exhibit A: CSG - Consultant Professional Services Agreement (Revised 05-2025) - On Call

5.27.25_CAO Stamp

CONTACT
Oscar Alcantar, Interim Public Works Director
[email protected]

RESOLUTION NO. 25-______

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO AWARDING AN ON-

CALL CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT TO CSG CONSULTANTS, INC. FOR CONSTRUCTION MANAGEMENT SERVICES RELATED TO

THE MARE ISLAND CAUSEWAY BRIDGE PREVENTATIVE MAINTENANCE AND REPAIR PROJECT IN AN AMOUNT NOT TO EXCEED $1,410,402, AND AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME
WHEREAS, on September 26, 2023, the City Council authorized an on-call Consultant and Professional Services Agreement with CSG Consultants, Inc. (CSG) in an amount not to exceed $500,000, with a contract term through June 30, 2026, and two one-year extension options after a formal, competitive Request for Proposals (RFP) process had been conducted in accordance with federal funding requirements; and
WHEREAS, the full $500,000 authorized under the existing contract (Contract No. 24-PW070) has been expended or encumbered, primarily for services related to the Navigation Center project, with CSG also providing support for the Police Department Building and the temporary Police Dispatch Unit projects; and
WHEREAS, in accordance with federal guidelines, the City issued a solicitation amongst the group of on-call consultants for construction management services for the Mare Island Causeway Bridge Preventative Maintenance and Repair Project; and WHEREAS, the City received two proposals—one from CSG and one from Park Engineering— which were evaluated based on criteria outlined in the RFP, with CSG receiving the highest overall score due to their extensive relevant experience and strong qualifications; and WHEREAS, based on CSG’s proven performance and the City’s continued need for construction management services, staff recommends awarding an agreement to CSG for construction management services related to the Mare Island Causeway Bridge Preventative Maintenance and Repair Project in an amount not to exceed $1,410,402 through June 30, 2028, with an option to extend the agreement for one additional year.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby awards the On-Call Consultant and Professional Services Agreement attached hereto as Exhibit A and incorporated herein by reference to CSG Consultants, Inc. for construction management services related to the Mare Island Causeway Bridge Preventative Maintenance and Repair Project, in an amount not to exceed $1,410,402 through June 30, 2028, with the option to extend the Agreement for one additional year.

BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute the Agreement, 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 May 27, 2025, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN
____________________________________

ANDREA SORCE, MAYOR
ATTEST: _____________________________________
DAWN G. ABRAHAMSON, CITY CLERK

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 11

ON-CALL CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT
This On-Call Consultant and Professional Services Agreement (“Agreement”) is made at Vallejo, California, dated for reference this 27th day of May 2025, by and between the City of Vallejo, a municipal corporation (“City”), and CSG Consultants, Inc., a California corporation, hereinafter referred to as “Consultant”, who agree as follows:

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

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

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

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

Consultant shall also 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,

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 11 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, related to costs or benefits associated with California Public Employment Retirement System (CalPERS) membership where Consultant supplies a CalPERS member who CalPERS determines is subject to enrollment.

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

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

6. Accident Reports. Consultant shall immediately report (as soon as 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

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 11 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 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.

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 4 of 11 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, 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. General Prohibition on Assignment of CalPERS Members and Annuitants. Consultant shall not hire, employ, or use, as an employee,

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 5 of 11 subcontractor or agent of Consultant (Assigned Individual) any California Public Employment Retirement System (CalPERS) member or annuitant in connection with the provision of services under this Agreement. Nor shall Consultant allow any of its subcontractors, agents, or other representatives to employ CalPERS members or annuitants for the purpose of performing work under this Agreement.

Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

The City Manager and the Human Resources Director may together approve an exception which they determine either: (i) meets the requirements of CalPERS relating to Independent Contractors; or (ii) where such Assigned Individual who is an Annuitant, has not, and will not, exceed 960 total hours in a fiscal year (July 1 to June 30) for all CalPERS employers combined, and satisfies all other CalPERS annuitant requirements. No Assigned Individual, regardless of CalPERS membership at the time the labor is provided, may exceed 1,000 hours in a fiscal year (July 1 to June 30).

16. 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.

17. Term. The term of this Agreement shall commence on May 27, 2025, and shall continue in full force and effect until June 30, 2028.

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 beyond June 30, 2029.

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

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

18. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Consultant.

Upon receipt of a notice of termination, Consultant shall perform no further work except as specified in the notice. Before the date of termination, Consultant shall deliver to City all City records and documents, all work product, whether completed

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 6 of 11 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.

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

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

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

21. 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

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 7 of 11 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.

22. 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.

23. 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 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

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 8 of 11 and City ordinances and regulations hereinafter enacted.

24. 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: Oscar Alcantar
Interim Public Works Director
555 Santa Clara Street
Vallejo, CA 94590
If to Consultant: Cyrus Kianpour
President
CSG Consultants, Inc.
550 Pilgrim Drive
Foster City, CA 94404
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

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

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

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties 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.

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 9 of 11

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

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

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

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

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

Consultant shall treat all records and work product prepared or 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.

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 10 of 11

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 Exhibit D, entitled “Provisions Applicable to Federally Funded Projects”, including attachments
[SIGNATURES ON FOLLOWING PAGE]

On-Call Consultant and Professional Services Agreement (Revised 05-2025) 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.

CSG Consultants, Inc.
a California corporation
By:________________________
Cyrus Kianpour
President
DATE: __________________
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By: ____________________
Andrew Murray
City Manager
DATE: __________________
ATTEST:

By: ____________________
Dawn G. Abrahamson
City Clerk
APPROVED AS TO FORM:

By: ____________________ for
Veronica A. F. Nebb
City Attorney
APPROVED AS TO CONTENT:

By: ____________________ for
Oscar Alcantar
Interim Public Works Director
APPROVED AS TO INSURANCE:

By: ____________________
Armond Sarkis
Risk Manager

On-Call Consultant and Professional Services Agreement (5-2025) Page 1 of 6 Exhibit A – Scope of Work

EXHIBIT A

SCOPE OF WORK

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

Oscar Alcantar
Interim Public Works Director
City of Vallejo -Public Works Department
555 Santa Clara Street
Vallejo, CA 94590
[email protected]
The Consultant’s Representative for this Agreement is:

Hatem Ahmed
Vice President
CSG Consultants, Inc.
550 Pilgrim Drive
Foster City, CA 94404
[email protected]
All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Consultant Representative and City’s Representative.

2. Services to be Provided. Consultant shall provide On-Call Construction Management (Federal) services for specific projects as may be requested by the City Engineer or staff. The general scope of services to be provided is set forth in Attachment 1 of Exhibit A, attached hereto and incorporated herein by this reference.

3.Specific services, schedules, and authorizations shall be further defined in individual Statements of Work, which shall be substantially in the form shown in Attachment 1 of Exhibit B, also attached hereto and incorporated herein by this reference.

4. No Set Work Hours. Consultant shall be solely responsible for determining the working hours of its individual personnel, employees, agents, and representatives within the limitations otherwise provided in this Agreement.

On-Call Consultant and Professional Services Agreement (5-2025) Page 2 of 6 Exhibit A – Scope of Work
Attachment 1 of Exhibit A
General Scope
The Construction Manager will be responsible for complete control of the construction activities, provide construction management, inspection, and other services as detailed in the Statement of Work.

Key Elements/Responsibilities may include but are not limited to:

Construction Management
•Deliver Project services in accordance with the applicable plans and specifications. •Manage and coordinate all aspects of the project.
•Coordinate with City staff, multiple contractors when applicable, agencies, and Project stakeholders.
•Supervise and coordinate with all sub-contractors (structure, water pollution, material testing/sampling, inspection, quality assurance, and labor compliance) to ensure proper progress of the construction activities.
•Participate in weekly/bi-weekly meetings and provide
suggestions/recommendations regarding construction activities. •Coordinate with Project Manager on all aspects of the project to ensure construction activities and documentation on a daily basis.

Structural Inspection and Documentation:

Structural inspection services primarily to handle the technical and administrative control; check engineering plans and specifications, maintain documentation as per Caltrans/FHWA requirements including quantities. Maintain neat, orderly, and complete daily notes including documentation of changes to the project drawings. Make the daily notes and computations available to the engineer within 24 hours, upon request, as the work progresses.

Water Pollution Monitoring:

Review Water Pollution Control Plan (WPCP) and monitor pollution and discharge control measures, including rain event action plans (REAP) and amend necessary changes to the WPCP plan during construction. Provide reports to the water board as necessary and input data to obtain WDID#. Consultant staff shall be certified QSP. Provide other professional services as authorized by the City.

Materials Sampling and Testing:

The Consultant must be able to provide a broad range of materials testing and geotechnical services to complete task project orders issued by the City of Vallejo by direct assignment of its own personnel or sub-consultants, including, but not limited to, review of concrete and asphalt mix designs on a routine basis; observe construction materials and methods; provide batch plant inspection; perform field concrete/asphalt sampling and

On-Call Consultant and Professional Services Agreement (5-2025) Page 3 of 6 Exhibit A – Scope of Work
observation; perform field sampling and testing of sub-grade and aggregate base materials at product plants and or at project site; perform laboratory testing; testing material quality and compaction shall be per Caltrans Standards as well as compliance with the City’s Quality Assurance Program (QAP). Provide other professional services as authorized by the City.

Field Construction Inspection:

The Consultant shall provide experienced and qualified field inspectors (who are acceptable to the City) to observe/inspect the Contractor's construction work on a daily basis. The Inspector shall inspect all constructed facilities prior to burial and observe all tests required to be performed by the Contractor or referenced in the Project Plans and Specifications. Field inspectors shall monitor the Contractor's performance for adherence to project plans and specifications, construction quality, cost, and schedule and shall enforce, either approving or rejecting the Contractor’s work in accordance with the requirements of applicable Contract Documents. Inspectors will review the safety programs developed by the Contractor as required by the contract documents and monitor the Contractor’s compliance. Depending on the scope of the project, individual inspectors shall have inspection experience that includes, but is not limited to, the following areas:

Please refer to the Caltrans Bridge Construction Records & Procedures Manual Vol I & II (see link) which has the specific requirements and procedures for CM team related to the project.
https://dot.ca.gov/programs/engineering-services/manuals/bridge-constr-records-proc- manual-vol1
https://dot.ca.gov/programs/engineering-services/manuals/bridge-constr-records-proc- manual-vol2
Some items that the CM team should expect from the Contractor:
•Temporary floating equipment, scaffolding, lighting, containment systems (5-

1.20G)
•Work Plan (6-1.03B(2))
•Local Material Plan (6-1.03)
•Lead Compliance Plan (7-1.02K(6)(j)(ii)
•Temporary Crash Cushions (12-3.22)
•Temporary Pedestrian Access Route Work Plan (12-4.04)
•Storm Water Pollution Prevention Plan (13-3.01C(2))
•Spill Prevention Plan (13-4.01)
•Species protection protocols (14-6.03)
•Monitoring reports (14-6.03)
•Class 2 Aggregate Base Mix Design (21-1.02B)
•HMA Job Mix Formula (39-2.01A(3))
•Pile installation plan (49-1.01 / 49-3.02)
•Pile driving system (49-2.01)
•Steel Pipe Pile (49-2.02)
•Precast Sidewalk Panel Shop Drawings and erection plan, and other concrete material submittals (51-1.01)
•Rebar Shop Drawings (52)

On-Call Consultant and Professional Services Agreement (5-2025) Page 4 of 6 Exhibit A – Scope of Work
•Waterproofing membrane (54-8.01)
•Paint System Certifications and Painting Quality Work Plan, and Containment System Work Plan (59-2.01)
•Work Plan (60-2.02)
•Concrete Repair Plan (60-3.01)
•Treatment Work Plan (60-3.03)
•Deck Overlay Placement Work Plan and Public Safety Plan (60-3.04) •Corrosion Inhibiting Coating and Repair mortar material (60-3.05B) •Crack Injection Material (60-3.05C)
•Elastomeric Sealant (60-3.05D)
•Zinc anode production information and installation work plan (60-3.05E) •Work Plans for stringer top flange corrosion repair (60-3.06) •Open Grid Walkway (75-9.01)
•Work plan for removing and reinstalling the Mare Island Bridge Logo (78-6.01) •Work plan(s) for balancing the lift span (78-7.01)
•Concrete Mix Design (90-1.01C(6))
•Electrical Work (86-1)
oDocumentation for independent study of illuminance levels oCaltrans form TL-9501 for fixtures
oManufacturer’s QC text data for LED luminaires
Below is a partial list of items that will require sampling/inspections referenced in the above manuals:
•Water Quality
•Remove Concrete miscellaneous, pile, sidewalk
•Furnish/Drive Cast-in-Steel Shell Concrete Piling
•Precast Concrete Sidewalk Panel
•Structural Concrete
•Joint Seal
•Drill and Bond Dowel (Chemical Adhesive)
•Bar Reinforcing Steel
•Clean and Paint (Lift Span and Towers, Fender System, Steel Guardrail) oTemporary Structures (Scaffolding)
oContainment Systems
•Treat Bridge Deck (Methacrylate)
•Polyester Concrete Overlay
•Inject Crack (Epoxy)
•Repair Spalled Surface Area
•Reconstruct Fender
•Steel Anchor Bolts, Shim Plates, Connections, and Cover Plates, and Miscellaneous Metal
•Anode Replacement
•Mockups:
oMortar Patch
oCrack injections
oElastomeric Sealant for guardrail penetrations
oStringer Top Flange Corrosion Repair

On-Call Consultant and Professional Services Agreement (5-2025) Page 5 of 6 Exhibit A – Scope of Work
Daily inspection reports and diaries of Contractor's construction activities shall be prepared and made available to the City on the following day. Daily inspection reports shall include, at a minimum, the following information: Contractor’s activities, weather conditions, discussions with the Contractor, problems and issues dealt with, approved changes, and any other information necessary to create a satisfactory record of the day’s activities at the project site in accordance with standard inspection practice. The Consultant shall document special situations by photograph or video accompanied by a written description. The Consultant shall document any defective work until it is repaired to the Consultant’s and City’s satisfaction and quality of work is in accordance with the contract documents.

The Consultant shall prepare and submit a written weekly report to the City describing updates of the project progress, summaries of work performed including the percentage of work completed, work activities behind schedule, any community relations issues and defective work. All outstanding deficiencies shall also be noted in the weekly report until resolved or settled.

Quality Assurance:

The Consultant shall review the work of the Contractor, trade and specialty contractors on the project as it is being performed, until final completion and acceptance by the City, to ensure that the work performed, and materials furnished are in accordance with the contract documents. The Consultant shall confer with the City staff and the appropriate consultants to make the final interpretation, in writing, and transmit it to the City and appropriate parties for resolution.

Labor Compliance Administration:

The Consultant shall perform administration of the labor compliance to enforce the contract’s provisions and ensure that all labor compliance requirements are performed and documented in the project file. The Consultant shall perform labor compliance in accordance with the Caltrans Local Assistance Procedure Manual (LAPM). The proposal shall provide a detailed scope of work that clearly demonstrates the Consultant understand of the requirements in accordance with the LAPM. The essential duties for labor compliance shall include, but not be limited to the following:
•Review daily reports, employees, labor classifications, hours worked, and equipment working on the project.
•Conduct spot interviews with employees on the project. •Maintain written evidence of apprentices employed on the project. •Ensure that the contractor submits certified payrolls and/or owner operator listings for their work and from all subcontractors or equipment rental companies who perform work on the project.
•Spot checking the payrolls or listings to ensure that, at the least, applicable Davis- Bacon or State prevailing wage rates are paid.

On-Call Consultant and Professional Services Agreement (5-2025) Page 6 of 6 Exhibit A – Scope of Work
•Cross check reports, interviews, and payrolls and wage rates in order to determine the contractor’s and subcontractor’s compliance. Compare all force account or day labor work to certified payrolls.
•Ensure that the contractor posts all specified posters, notices, wage determinations, etc. at the job site.
•Apply necessary sanctions against the contractor for failure to submit payrolls or noncompliance with the labor standard requirements.
•Reporting any apparent violation of state or federal labor requirements to the Project Manager, immediately upon discovery.

Project Closeout:
•Coordinate a final walk-through with all affected stakeholders, prepare punch list, certify completion of the Project and recommend acceptance. •Finalize record drawings/As-Builts, contract bid items, claims, change orders and punch list items.
•Transmit Record Drawings (As-Builts) from the engineer of record to the City. •Prepare all final reports, including report of completion for acceptance of the project.
•Finalize and deliver all construction files to the City for archives. •Provide electronic copy of all reports and construction files to City. •Address all unresolved issues including, but not limited to, changes orders, claims, etc.
•Complete documentation required by Caltrans, railroad, and the City.

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 6 Exhibit B - Compensation
Attachment 2 of Exhibit A

CITY OF VALLEJO

STATEMENT OF WORK
Statement of Work No..____________
This Statement of Work, effective this ____ day of , 20__ , (“Effective Date”) is issued under and subject to all the terms and conditions of the On-Call Consultant and Professional On-Call Agreement (“Agreement”), dated May 27, 2025, by and between the City of Vallejo (“City”) and CSG, Consultants, Inc., a California corporation, (“Consultant”).

Capitalized terms used herein shall have the meanings ascribed to them in the Agreement.

SECTION 1. SCOPE OF WORK.

The scope of work authorized by this Statement of Work is as described below. [Insert Project description or attach a copy of the proposal and incorporate it by reference as Attachment ___ to Statement of Work No. ____].

SECTION 2. TIME OF PERFORMANCE.
a. The start date shall be [insert date] and the completion date shall be [insert date].

SECTION 3. ESTIMATED COST AND COMPENSATION.

All services performed under this Statement of Work shall be performed on a time and materials basis.

City agrees to pay Consultant for the services set forth in this Statement of Work in an amount not to exceed [insert dollar amount in words - e.g. Two Thousand Five Hundred Fifty Dollars and 13 Cents] [insert dollar amount in number- e.g., $2,550.13].

This Statement of Work is released as authorization for work to commence. The parties agree to perform their respective obligations under this Statement of Work in accordance with the terms and conditions of the Agreement.

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 6 Exhibit B - Compensation
IN WITNESS WHEREOF, the parties have executed this agreement on the day and year shown below the name of each of the parties.

CSG Consultants, Inc., CITY OF VALLEJO,
a California corporation a municipal corporation
By: By:
[INSERT SIGNER] [INSERT SIGNER]
[INSERT SIGNER TITLE] [INSERT SIGNER TITLE]
DATE: ______ DATE: ______

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 6 Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed One Million Four Hundred Ten Thousand Four Hundred Two Dollars and 00 Cents ($1,410,402.00).

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

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

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

2. Consultant’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees’ appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises.

Where a fixed fee for Additional Services is established by mutual Agreement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

2. Appropriate Billable Hourly Rates for Services and Additional Services. Consultant’s billable hourly rates shall be as listed in Attachment 1 of Exhibit 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

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 4 of 6 Exhibit B - Compensation
specifically authorized in advance by City.

4. Payments to Consultant.

A. Payments to Consultant shall be made within a reasonable time after receipt of Consultant’s invoice, said payments to be made in proportion to services performed. Consultant may request payment on a monthly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by Consultant shall contain the following information:

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

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

5. Name of City Project Manager or Representative

6. Social Security Number or Taxpayer Identification Number

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

8. Total Billed to Date
C. Items shall be separated into Services and Reimbursable Expenses.

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

D. Request for payment shall be sent to: [email protected]

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

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

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

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 5 of 6 Exhibit B - Compensation

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.

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 6 of 6 Exhibit B - Compensation
Attachment 1 of Exhibit B
Fee Schedule
Service Rate per
Hour
Anticipated
Amount of
Hours
Cost
Construction Management
specialized in bridges $282.88 1460 $413,005
Construction Management
assistance specialized in
bridges
$151.77 400 $60,708
Structural Inspection
specialized in bridge
foundation
$249.14 100 $24,914
Special Structural Inspection
specialized in underwater
and steel structural element
309.93 730 $226,249
Structural Inspection of
containment painting, and
special concrete
200.42 2920 $585,526
Materials Testing LS - $100,000
TOTAL $1,410,402

On-Call Consultant and Professional Services Agreement Page 1 of 3 Exhibit C -Insurance Requirements

EXHIBIT C

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On-Call Consultant and Professional Services Agreement Page 3 of 3 Exhibit C -Insurance Requirements
City.

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

On-Call Consultant and Professional Services Agreement
Exhibit D

EXHIBIT D

PROVISIONS APPLICABLE TO FEDERALLY FUNDED PROJECTS
The following provisions are applicable to all work done by Consultant on City projects receiving federal funding. In the event of conflict between the provisions of this Exhibit D and the Agreement, the provisions of this Exhibit shall control.

1. ARTICLE IV PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on September 27, 2023, contingent upon approval by the City Council, and CONSULTANT shall commence work after notification to proceed by CITY’s Contract Administrator. The AGREEMENT shall terminate on June 30, 2026, unless extended as set forth in Paragraph 16 of the Agreement.

B. CONSULTANT is advised that any recommendation for AGREEMENT award is not binding on CITY until the AGREEMENT is fully executed and approved by the City Council.

C. The period of performance for each specific project shall be in accordance with the Statement of Work for that project. If work on a Statement of Work is in progress on the expiration date of this AGREEMENT, the terms of the AGREEMENT shall be extended by AGREEMENT amendment prior to the expiration of the contract to cover the time needed to complete the Statement of Work in progress only.

2. ARTICLE V ALLOWABLE COSTS AND PAYMENTS
A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in the CONSULTANT’s approved Cost Proposal. The specified hourly rates shall include direct salary costs, employee benefits, prevailing wages, employer payments, overhead, and fee. These rates are not adjustable for the performance period set forth in this AGREEMENT. CONSULTANT will be reimbursed within thirty (30) days upon receipt by CITY’S Contract Administrator of itemized invoices in duplicate.

B. In addition, CONSULTANT will be reimbursed for incurred (actual) direct costs other than salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Statement of Work.

C. Specific projects will be assigned to CONSULTANT through issuance of Statement of Work.

D. After a project to be performed under this AGREEMENT is identified by

On-Call Consultant and Professional Services Agreement
Exhibit D
CITY, CITY will prepare a draft Statement of Work; less the cost estimate. A draft Statement of Works will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a CITY Project Coordinator. The draft Statement of Work will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Statement of Work within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount.

After agreement has been reached on the negotiable items and total cost; the finalized Statement of Work shall be signed by both CITY and CONSULTANT.

E. Statement of Work may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s approved Cost Proposal.

CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations.

CONSULTANT is responsible for paying the appropriate rate, including escalations that take place during the term of the AGREEMENT.

F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. CONSULTANT will be responsible for transportation and subsistence costs in excess of State rates.

G. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval in the form of an AGREEMENT amendment for a revised milestone cost estimate from the Contract Administrator before exceeding such estimate.

H. Progress payments for each Statement of Work will be made monthly in arrears based on services provided and actual costs incurred.

I. CONSULTANT shall not commence performance of work or services until this AGREEMENT has been approved by CITY and notification to proceed has been issued by CITY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AGREEMENT.

J. A Statement of Work is of no force or effect until returned to CITY and signed by an authorized representative of CITY. No expenditures are authorized on a project and work shall not commence until a Statement of Work for that project has been executed by CITY.

K. CONSULTANT will be reimbursed within thirty (30) days upon receipt by

On-Call Consultant and Professional Services Agreement
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CITY’S Contract Administrator of itemized invoices in duplicate. Separate invoices itemizing all costs are required for all work performed under each Statement of Work. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing, or upon completion of the Statement of Work. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number, project title and Task Order number. Credits due CITY that include any equipment purchased under the provisions of Article XI Equipment Purchase, must be reimbursed by CONSULTANT prior to the expiration or termination of this AGREEMENT. Invoices shall be mailed to CITY’s Contract Administrator at the following address:

City Engineer- Assistant Public Works Director
Public Works Engineering
555 Santa Clara Street
Vallejo, CA 94590
Phone: (707) 648-5434
L. The period of performance for Statement of Work shall be in accordance with dates specified in the Statement of Work. No Statement of Work will be written which extends beyond the expiration date of this AGREEMENT.

M. The total amount payable by CITY for an individual Statement of Work shall not exceed the amount agreed to in the Statement of Work, unless authorized by amendment.

N. If CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in a Statement of Work, no payment will be made until the deliverable has been satisfactorily completed.

O. A Statement of Work may not be used to amend the language (or the terms) of this AGREEMENT nor to exceed the scope of work under this AGREEMENT.

P. The total amount payable by CITY for all Statements of Work resulting from this AGREEMENT shall not exceed FIVE HUNDRED THOUSAND DOLLARS AND ZERO CENTS [$500,000.00]. It is understood and agreed that there is no guarantee, either expressed or implied, that this dollar amount will be authorized under this AGREEMENT through Statements of Work.

3. ARTICLE VI TERMINATION

On-Call Consultant and Professional Services Agreement
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A. This AGREEMENT may be terminated by CITY, provided that CITY gives not less than thirty (30) calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. Upon termination, CITY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

B. CITY may temporarily suspend this AGREEMENT, at no additional cost to CITY, provided that CONSULTANT is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If CITY gives such notice of temporary suspension, CONSULTANT shall immediately suspend its activities under this AGREEMENT. A temporary suspension may be issued concurrent with the notice of termination.

C. Notwithstanding any provisions of this AGREEMENT, CONSULTANT shall not be relieved of liability to CITY for damages sustained by City by virtue of any breach of this AGREEMENT by CONSULTANT, and City may withhold any payments due to CONSULTANT until such time as the exact amount of damages, if any, due City from CONSULTANT is determined.

D. In the event of termination, CONSULTANT shall be compensated as provided for in this AGREEMENT. Upon termination, CITY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

4. ARTICLE VII Cost Principles and Administrative Requirements A. The CONSULTANT agrees that 48 CFR Part 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost.

B. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

C. Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to repayment by the CONSULTANT to CITY.

D. When a CONSULTANT or sub-consultant is a Non-Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements

On-Call Consultant and Professional Services Agreement
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for Federal Awards shall apply.

5. ARTICLE VIII Retention of Record/Audits
For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Sub-consultants, and CITY shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT’s Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT. CITY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the CONSULTANT, sub-consultants, and the CONSULTANT’s Independent CPA, that are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.

6. ARTICLE IX Audit Review Procedures
A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by CITY’S Chief Financial Officer.

B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by CITY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing.

C. Neither the pendency of a dispute nor its consideration by CITY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT.

D. CONSULTANT and sub-consultant AGREEMENTs, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review, it is CONSULTANT’s responsibility to ensure federal, CITY, or local government officials are allowed full access to the CPA’s work papers including making

On-Call Consultant and Professional Services Agreement
Exhibit D
copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by CITY Contract Administrator to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the AGREEMENT by this reference if directed by CITY at its sole discretion.

Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, CITY or local governments have access to CPA work papers, will be considered a breach of AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

E. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the CITY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

1.During IOAI’s review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, CITY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR (e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines) is received and approved by IOAI.

Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate.

On-Call Consultant and Professional Services Agreement
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c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate.

2.If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. IOAI will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.

3. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if IOAI is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT.

4. CONSULTANT may submit to CITY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of CITY; and, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO CITY no later than sixty (60) calendar days after occurrence of the last of these items.

The accepted ICR will apply to this AGREEMENT and all other agreements executed between CITY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

7. ARTICLE X SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the CITY and any Subcontractors, and no sub agreement shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the CITY for the acts and omissions of its Subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its Subcontractors is an independent obligation from the CITY's obligation to make payments to the CONSULTANT.

B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the CITY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal.

On-Call Consultant and Professional Services Agreement
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C. Any sub agreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subcontractors unless otherwise noted.

D. CONSULTANT shall pay its Subcontractors within Fifteen (15) calendar days from receipt of each payment made to the CONSULTANT by the CITY.

E. Any substitution of Subcontractors must be approved in writing by the CITY Contract Administrator in advance of assigning work to a substitute Subcontractor.

F. Prompt Progress Payment CONSULTANT or subconsultant shall pay to any subconsultant, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed CONSULTANT on account of the work performed by the subconsultants, to the extent of each subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount.

Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made.

In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.

G. Prompt Payment of Withheld Funds to Subconsultants The CITY may hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the CITY, of the contract work, and pay retainage to CONSULTANT based on these acceptances. The CITY shall designate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant.

The CITY shall hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the CITY of the contract work and pay retainage to CONSULTANT based on these acceptances.

CONSULTANT or subconsultant shall return all monies withheld in retention from all subconsultants within 15 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the

On-Call Consultant and Professional Services Agreement
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contract work by the CITY. Any delay or postponement of payment may take place only for good cause and with the CITY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT; deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract performance, or noncompliance by a subconsultant.

8. ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL

EXPENDITURES
A. Prior authorization in writing by CITY’s Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs.

B. For purchase of any item, service, or consulting work not covered in CONSULTANT’s approved Cost Proposal and exceeding five thousand dollars ($5,000), with prior authorization by CITY’s Contract Administrator, three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified.

C. Any equipment purchased with funds provided under the terms of this AGREEMENT is subject to the following:

1. CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, CITY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the equipment and credit CITY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established CITY procedures; and credit CITY in an amount equal to the sales

On-Call Consultant and Professional Services Agreement
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price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by CITY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by CITY.

2. Regulation 2 CFR Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the project.

9. ARTICLE XII State Prevailing Wage Rates
A. No CONSULTANT or sub-consultant may be awarded an AGREEMENT containing public work elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code §1725.5. Registration with DIR must be maintained throughout the entire term of this AGREEMENT, including any subsequent amendments.

B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this AGREEMENT are available and on file with the Department of Transportation's Regional/District Labor Compliance Officer
(https://dot.ca.gov/programs/construction/labor-compliance). These wage rates are made a specific part of this AGREEMENT by reference pursuant to Labor Code §1773.2 and will be applicable to work performed at a construction project site. Prevailing wages will be applicable to all inspection work performed at CITY construction sites, at CITY facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and specifically to serve CITY projects. Prevailing wage requirements do not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that provide goods and services to the general public.

C. General Prevailing Wage Rate Determinations applicable to this project may also be obtained from the Department of Industrial Relations Internet site at http://www.dir.ca.gov.

D. Payroll Records

1. Each CONSULTANT and sub-consultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked

On-Call Consultant and Professional Services Agreement
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each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the CONSULTANT or sub- consultant in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct. b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works project.

2. The payroll records enumerated under paragraph (1) above shall be certified as correct by the CONSULTANT under penalty of perjury. The payroll records and all supporting documents shall be made available for inspection and copying by CITY representatives at all reasonable hours at the principal office of the CONSULTANT. The CONSULTANT shall provide copies of certified payrolls or permit inspection of its records as follows:
a. A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or the employee's authorized representative on request.
b. A certified copy of all payroll records enumerated in paragraph (1) above, shall be made available for inspection or furnished upon request to a representative of CITY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations.

Certified payrolls submitted to CITY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards shall not be altered or obliterated by the CONSULTANT.
c. The public shall not be given access to certified payroll records by the CONSULTANT. The CONSULTANT is required to forward any requests for certified payrolls to the CITY Contract Administrator by both email and regular mail on the business day following receipt of the request.

3. Each CONSULTANT shall submit a certified copy of the records enumerated in paragraph (1) above, to the entity that requested the records within ten (10) calendar days after receipt of a written request.

4. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by CITY shall be marked or obliterated in such a manner as to prevent disclosure of each individual's name, address, and social security number. The name and address of the CONSULTANT or sub-consultant performing the work shall not be marked

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or obliterated.

5.The CONSULTANT shall inform CITY of the location of the records enumerated under paragraph (1) above, including the street address, city and county, and shall, within five (5) working days, provide a notice of a change of location and address.

6.The CONSULTANT or sub-consultant shall have ten (10) calendar days in which to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (1) above. In the event the CONSULTANT or sub- consultant fails to comply within the ten (10) day period, he or she shall, as a penalty to CITY, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Such penalties shall be withheld by CITY from payments then due. CONSULTANT is not subject to a penalty assessment pursuant to this section due to the failure of a sub-consultant to comply with this section.

E. When prevailing wage rates apply, the CONSULTANT is responsible for verifying compliance with certified payroll requirements. Invoice payment will not be made until the invoice is approved by the CITY Contract Administrator.

F. Penalty

1. The CONSULTANT and any of its sub-consultants shall comply with Labor Code §1774 and §1775. Pursuant to Labor Code §1775, the CONSULTANT and any sub-consultant shall forfeit to the CITY a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the AGREEMENT by the CONSULTANT or by its sub-consultant in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.

2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the CONSULTANT or sub-consultant in failing to pay the correct rate of prevailing wages, or the previous record of the CONSULTANT or sub- consultant in meeting their respective prevailing wage obligations, or the willful failure by the CONSULTANT or sub-consultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the CONSULTANT or sub-consultant had knowledge of the obligations under the Labor Code. The CONSULTANT is responsible for paying the appropriate rate, including any escalations that take place during the term of the AGREEMENT.

On-Call Consultant and Professional Services Agreement
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3. In addition to the penalty and pursuant to Labor Code §1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the CONSULTANT or sub-consultant.

4. If a worker employed by a sub-consultant on a public works project is not paid the general prevailing per diem wages by the sub-consultant, the prime CONSULTANT of the project is not liable for the penalties described above unless the prime CONSULTANT had knowledge of that failure of the sub- consultant to pay the specified prevailing rate of wages to those workers or unless the prime CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the sub-consultant for the performance of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815.
b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem wages by the sub-consultant to the employees by periodic review of the certified payroll records of the sub-consultant. c. Upon becoming aware of the sub-consultant’s failure to pay the specified prevailing rate of wages to the sub-consultant’s workers, the CONSULTANT shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the sub-consultant for work performed on the public works project.
d. Prior to making final payment to the sub-consultant for work performed on the public works project, the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the sub-consultant that the sub-consultant had paid the specified general prevailing rate of per diem wages to the sub- consultant’s employees on the public works project and any amounts due pursuant to Labor Code §1813.

5. Pursuant to Labor Code §1775, CITY shall notify the
CONSULTANT on a public works project within fifteen (15) calendar days of receipt of a complaint that a sub-consultant has failed to pay workers the general prevailing rate of per diem wages.

6. If CITY determines that employees of a sub-consultant were not paid the general prevailing rate of per diem wages and if CITY did not retain sufficient money under the AGREEMENT to pay those employees the balance of

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wages owed under the general prevailing rate of per diem wages, the CONSULTANT shall withhold an amount of moneys due the sub-consultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by CITY.

G. Hours of Labor: Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a penalty to the CITY, twenty-five dollars ($25) for each worker employed in the execution of the AGREEMENT by the CONSULTANT or any of its sub-consultants for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in §1815.

H. Employment of Apprentices

1. Where either the prime AGREEMENT or the sub-agreement exceeds thirty thousand dollars ($30,000), the CONSULTANT and any sub- consultants under him or her shall comply with all applicable requirements of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices.

2. CONSULTANTs and sub-consultants are required to comply with all Labor Code requirements regarding the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior to commencement of work, CONSULTANT and sub-consultants are advised to contact the DIR Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding the employment of apprentices and for the specific journey-to- apprentice ratios for the AGREEMENT work. The CONSULTANT is responsible for all sub-consultants’ compliance with these requirements. Penalties are specified in Labor Code §1777.7.

10. ARTICLE XIII CONFLICT OF INTEREST
A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or other relationship with CITY that may have an impact upon the outcome of this AGREEMENT or any ensuing CITY construction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this AGREEMENT or any ensuing CITY construction project which will follow.

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B. CONSULTANT certifies that it has disclosed to CITY any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this AGREEMENT. CONSULTANT agrees to advise CITY of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this AGREEMENT. CONSULTANT further agrees to complete any statements of economic interest if required by either CITY ordinance or State law.

C. The CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this AGREEMENT.

D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated with the CONSULTANT or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this AGREEMENT, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

11. ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL

CONSIDERATION
The CONSULTANT warrants that this AGREEMENT was not obtained or secured through rebates, kickbacks or other unlawful consideration either promised or paid to any CITY employee. For breach or violation of this warranty, CITY shall have the right, in its discretion, to terminate this AGREEMENT without liability, to pay only for the value of the work actually performed, or to deduct from this AGREEMENT price or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

12. ARTICLE XV Prohibition of Expending City, State, or Federal Funds for Lobbying
A. The CONSULTANT certifies, to the best of his or her knowledge and belief, that:

1. No State, Federal, or CITY appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT, to any person for influencing or attempting to influence an officer or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension, continuation, renewal, amendment, or modification of this AGREEMENT.

On-Call Consultant and Professional Services Agreement
Exhibit D

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this AGREEMENT, the CONSULTANT shall complete and submit Standard Form- LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars ($100,000) for each such failure.

C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier sub-agreements, which exceed one hundred thousand dollars ($100,000), and that all such sub-recipients shall certify and disclose accordingly.

13.ARTICLE XVI Non-Discrimination Clause and Statement of Compliance
A. The CONSULTANT’s signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103.

B. During the performance of this AGREEMENT, CONSULTANT and its sub- consultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSULTANT and sub-consultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

C. CONSULTANT and sub-consultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the

On-Call Consultant and Professional Services Agreement
Exhibit D
applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by CITY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a- f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.

D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this clause.

E. CONSULTANT and its sub-consultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.

G. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

H. The CONSULTANT shall comply with regulations relative to non- discrimination in federally assisted programs of the U.S. Department of Transportation (49 CFR Part 21 - Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of sub-consultants.

I. CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the CITY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other

On-Call Consultant and Professional Services Agreement
Exhibit D
arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

14.ARTICLE XVII Debarment and Suspension Certification
A. The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager.

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;

3. Does not have a proposed debarment pending; and

4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.

B. Any exceptions to this certification must be disclosed to CITY. Exceptions will not necessarily result in denial of recommendation for award but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.

C. Exceptions to the Federal Government excluded parties (https://sam.gov/content/home) maintained by the U.S. General Services Administration are to be determined by FHWA.

15. ARTICLE XVIII Disadvantaged Business Enterprises (DBE) Participation
A. CONSULTANT, subrecipient (CITY), or subconsultant shall take necessary and reasonable steps to ensure that DBEs have opportunities to participate in the contract (49 CFR 26). To ensure equal participation of DBEs provided in 49 CFR 26.5, the CITY shows a contract goal for DBEs.

CONSULTANT shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers.

CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate Good Faith Efforts (GFE) to

On-Call Consultant and Professional Services Agreement
Exhibit D
meet this goal. It is CONSULTANT’s responsibility to verify at date of proposal opening that the DBE firm is certified as a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract.

Additionally, the CONSULTANT is responsible to document the verification record by printing out the CUCP data for each DBE firm. A list of DBEs certified by the CUCP can be found at https://dot.ca.gov/programs/civil-rights/dbe-search.

All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
• 100 percent counts if the materials or supplies are obtained from a DBE manufacturer.
• 60 percent counts if the materials or supplies are purchased from a DBE regular dealer.
• Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49 CFR 26.55 defines "manufacturer" and "regular dealer."
This AGREEMENT is subject to 49 CFR 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally funded agreement will assist the CITY in a good faith effort to achieve California's statewide overall DBE goal.

B. The goal for DBE participation will be determined by assigned project.

Participation by DBE CONSULTANT or sub-consultants shall be in accordance with information contained in Exhibit 10-O2: Consultant Contract DBE Commitment attached hereto and incorporated as part of the AGREEMENT. If a DBE sub-consultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE sub-consultant, if the goal is not otherwise met.

C. CONSULTANT can meet the DBE participation goal by either documenting commitments to DBEs to meet the AGREEMENT goal, or by documenting adequate good faith efforts to meet the AGREEMENT goal. An adequate good faith effort means that the CONSULTANT must show that it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If CONSULTANT has not met the DBE goal, complete and submit Exhibit 15-H: Proposer/Contractor Good Faither Efforts to document

On-Call Consultant and Professional Services Agreement
Exhibit D
efforts to meet the goal. Refer to 49 CFR Part 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.

D. Contract Assurance
Under 49 CFR 26.13(b):

CONSULTANT, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract.

CONSULTANT shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal-aid contracts.

Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying CONSULTANT from future proposing as non-responsible E. Termination and Replacement of DBE Subconsultants
CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the CITY’s written consent. CONSULTANT shall not terminate or replace a listed DBE for convenience and perform the work with their own forces or obtain materials from other sources without authorization from the CITY. Unless the CITY’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02: Consultant Contract DBE Commitment form.

Termination of DBE Subconsultants
After execution of the AGREEMENT, termination of a DBE may be allowed for the following, but not limited to, justifiable reasons with prior written authorization from the CITY:

1. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project.

2. The CITY stipulated that a bond is a condition of executing the subcontract and the listed DBE fails to meet the CITY’s bond requirements.

3. Work requires a consultant's license and listed DBE does not have a valid license under Contractors License Law.

On-Call Consultant and Professional Services Agreement
Exhibit D

4. Listed DBE fails or refuses to perform the work or furnish the listed materials (failing or refusing to perform is not an allowable reason to remove a DBE if the failure or refusal is a result of bad faith or discrimination).

5. Listed DBE's work is unsatisfactory and not in compliance with the contract.

6. Listed DBE is ineligible to work on the project because of suspension or debarment.

7. Listed DBE becomes bankrupt or insolvent or exhibits credit unworthiness.

8. Listed DBE voluntarily withdraws with written notice from the Contract.

9. Listed DBE is ineligible to receive credit for the type of work required.

10. Listed DBE owner dies or becomes disabled resulting in the inability to perform the work on the Contract.

11. The CITY determines other documented good cause.

F. CONSULTANT must use the following procedures to request the termination of a DBE or portion of a DBE’s work:

1. Send a written notice to the DBE of the CONSULTANT’s intent to use other forces or material sources and include one or more justifiable reasons listed above. Simultaneously send a copy of this written notice to the CITY. The written notice to the DBE must request they provide any response within five (5) business days to both the CONSULTANT and the CITY by either acknowledging their agreement or documenting their reasoning as to why the use of other forces or sources of materials should not occur.

2. If the DBE does not respond within five (5) business days, CONSULTANT may move forward with the request as if the DBE had agreed to CONSULTANT’s written notice.

3. Submit CONSULTANT’s DBE termination request by written letter to the CITY and include:
• One or more above listed justifiable reasons along with supporting documentation.
• CONSULTANT’s written notice to the DBE regarding the request, including proof of transmission and tracking documentation of CONSULTANT’s written notice

On-Call Consultant and Professional Services Agreement
Exhibit D
• The DBE's response to CONSULTANT’s written notice, if received. If a written response was not provided, provide a statement to that effect.

The CITY shall respond in writing to CONSULTANT’s DBE termination request within five (5) business days.

G. Replacement of DBE Subconsultants
After receiving the CITY’s written authorization of DBE termination request, CONSULTANT must obtain the CITY’s written agreement for DBE replacement.

CONSULTANT must find or demonstrate GFEs to find qualified DBE replacement firms to perform the work to the extent needed to meet the DBE commitment.

The following procedures shall be followed to request authorization to replace a DBE firm:

1. Submit a request to replace a DBE with other forces or material sources in writing to the CITY which must include:
a. Description of remaining uncommitted work item made available for replacement DBE solicitation and participation.
b. The proposed DBE replacement firm's business information, the work they have agreed to perform, and the following:
• Description of scope of work and cost proposal
• Proposed subcontract agreement and written confirmation of agreement to perform on the Contract
• Revised Exhibit 10-O2: Consultant Contract DBE Commitment

2. If CONSULTANT has not identified a DBE replacement firm, submits documentation of CONSULTANT’s GFEs to use DBE replacement firms within seven (7) days of CITY's authorization to terminate the DBE. CONSULTANT may request the CITY's approval to extend this submittal period to a total of 14 days.

Submit documentation of actions taken to find a DBE replacement firm, such as:
• Search results of certified DBEs available to perform the original DBE work identified and or other work CONSULTANT had intended to self- perform, to the extent needed to meet DBE commitment
• Solicitations of DBEs for performance of work identified • Correspondence with interested DBEs that may have included contract details and requirements
• Negotiation efforts with DBEs that reflect why an agreement was not reached
• If a DBE's quote was rejected, provide reasoning for the rejection, such as why the DBE was unqualified for the work, or why the price quote was

On-Call Consultant and Professional Services Agreement
Exhibit D
unreasonable or excessive
• Copies of each DBE's and non-DBE's price quotes for work identified, as the CITY may contact the firms to verify solicitation efforts and determine if the DBE quotes are substantially higher
• Additional documentation that supports CONSULTANT’s GFE The CITY shall respond in writing to CONSULTANT’s DBE replacement request within five (5) business days.

H. Commitment and Utilization
The CITY’s DBE program must include a monitoring and enforcement mechanism to ensure that DBE commitments reconcile to DBE utilization.

The CITY shall request CONSULTANT to:

1. Notify the CITY’s contract administrator or designated representative of any changes to its anticipated DBE participation

2. Provide this notification before starting the affected work

3. Maintain records including:
• Name and business address of each 1st -tier subconsultant • Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier
• Date of payment and total amount paid to each business (see Exhibit 9-F:

Monthly Disadvantaged Business Enterprise Payment)
If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.

If a DBE is decertified before completing its work, the DBE must notify CONSULTANT in writing of the decertification date. If a business becomes a certified DBE before completing its work, the business must notify CONSULTANT in writing of the certification date. CONSULTANT shall submit the notifications to the CITY. On work completion, CONSULTANT shall complete Exhibit 17-O: Disadvantaged Business Enterprises (DBE) Certification Status Change and submit the form to the CITY within 30 days of contract acceptance.

Upon work completion, CONSULTANT shall complete Exhibit 17-F: Final Report- Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors and submit it to the CITY within 90 days of contract acceptance.

The CITY will withhold $10,000 until the form is submitted. The CITY will release the withhold upon submission of the completed form.

On-Call Consultant and Professional Services Agreement
Exhibit D
In the CITY’s reports of DBE participation to Caltrans, the CITY must display both commitments and attainments.

I. Commercially Useful Function
DBEs must perform a commercially useful function (CUF) under 49 CFR 26.55 when performing work or supplying materials listed on the DBE Commitment form. The DBE value of work will only count toward the DBE commitment if the DBE performs a CUF. A DBE performs a CUF when it is responsible for execution of the work of the AGREEMENT and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the AGREEMENT, for negotiating price, determining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself.

CONSULTANT must perform CUF evaluation for each DBE working on a federal- aid contract, with or without a DBE goal. Perform a CUF evaluation at the beginning of the DBE’s work and continue to monitor the performance of CUF for the duration of the project.

CONSULTANT must provide written notification to the CITY at least 15 days in advance of each DBE's initial performance of work or supplying materials for the Contract. The notification must include the DBE's name, work the DBE will perform on the contract, and the location, date, and time of where their work will take place.

Within 10 days of a DBE initially performing work or supplying materials on the Contract, CONSULTANT shall submit to the LPA the initial evaluation and validation of DBE performance of a CUF using the LAPM 9-J: Disadvantaged Business Enterprise Commercially Useful Function Evaluation. Include the following information with the submittal:
• Subcontract agreement with the DBE
• Purchase orders
• Bills of lading
• Invoices
• Proof of payment
CONSULTANT must monitor all DBE’s performance of CUF by conducting quarterly evaluations and validations throughout their duration of work on the Contract using the LAPM 9-J: DBE Commercially Useful Function Evaluation.

CONSULTANT must submit to the CITY these quarterly evaluations and