Vallejo City Council
May 27, 2025

On-Call Consultant and Professional Services Agreement
Exhibit D
validations by the 5th of the month for the previous three months of work.

CONSULTANT must notify the CITY immediately if they believe the DBE may not be performing a CUF.

The CITY will verify DBEs performance of CUF by reviewing the initial and quarterly submissions of LAPM 9-J: DBE Commercially Useful Function Evaluation, submitted supporting information, field observations, and through any additional CITY evaluations. The CITYY must evaluate DBEs and their CUF performance throughout the duration of a Contract. The CITY will provide written notice to the CONSULTANT and the DBE at least two (2) business days prior to any evaluation. The CONSULTANT and the DBE must participate in the evaluation. Upon completing the evaluation, the CITY must share the evaluation results with the CONSULTANT and the DBE. An evaluation could include items that must be remedied upon receipt. If the CITY determines the DBE is not performing a CUF, the CONSULTANT must suspend performance of the noncompliant work.

CONSULTANT and DBEs must submit any additional CUF related records and documents within five (5) business days of CITY’s request such as:
• Proof of ownership or lease and rental agreements for equipment • Tax records
• Employee rosters
• Certified payroll records
• Inventory rosters
Failure to submit required DBE Commercially Useful Function Evaluation forms or requested records and documents can result in withholding of payment for the value of work completed by the DBE.

If CONSULTANT and/or the CITY determine that a listed DBE is not performing a CUF in performance of their DBE committed work, CONSULTANT must immediately suspend performance of the noncompliant portion of the work. CITY may deny payment for the noncompliant portion of the work. CITY will ask the CONSULTANT to submit a corrective action plan (CAP) to the CITY within five (5) days of the noncompliant CUF determination. The CAP must identify how the CONSULTANT will correct the noncompliance findings for the remaining portion of the DBE's work. CITY has five (5) days to review the CAP in conjunction with the CONSULTANT’s review. The CONSULTANT must implement the CAP within five (5) days of the CITY's approval. The CITY will then authorize the prior noncompliant portion of work for the DBE's committed work.

If corrective actions cannot be accomplished to ensure the DBE performs a

On-Call Consultant and Professional Services Agreement
Exhibit D
commercially useful function on the Contract, CONSULTANT may have good cause to request termination of the DBE.

J. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, AGREEMENT, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate.

K. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.

L. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime CONSULTANT shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

M. If a DBE subconsultant is decertified during the life of the AGREEMENT, the decertified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the AGREEMENT, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to CITY’s Contract Administrator within thirty (30) calendar days.

N. For projects awarded on or after March 1, 2020, but before September 1, 2023: after submitting an invoice for reimbursement that includes a payment to a DBE, but no later than the 10th of the following month, the prime contractor/consultant must complete and email Exhibit 9-F: Disadvantaged Business Enterprise Running Tally of Payments to
[email protected] with a copy to local administering agencies.

For projects awarded on or after September 1, 2023: Exhibit 9-F is no longer required. Instead, by the 15th of the month following the month of any payment(s), the CONSULTANT must now submit Exhibit 9-P to the CITY administering the contract. If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.

On-Call Consultant and Professional Services Agreement
Exhibit D
O. Any subcontract entered into as a result of this AGREEMENT shall contain all of the provisions of this section.

16. ARTICLE XXIX National Labor Relations Board Certification In accordance with Public Contract Code §10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board.

Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 1 Exhibit C – Insurance Requirements

EXHIBIT E

CSG CONSULTANTS CALTRANS EXHIBITS
Following this page are applicable Caltrans Exhibits from below list:

Caltrans Exhibit 10-A
Caltrans Exhibit 10-H
Caltrans Exhibit 10-I
Caltrans Exhibit 10-O1
Caltrans Exhibit 10-O2
Caltrans Exhibit 10-Q
Caltrans Exhibit 15-H

RESOLUTION NO. 25-______

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

CALL CONSULTANT AND PROFESSIONAL SERVICES AGREEMENTS TO CSG CONSULTANTS, INC. FOR CONSTRUCTION MANAGEMENT SERVICES RELATED TO THE CITY’S FEDERALLY FUNDED PROJECTS IN AN AMOUNT NOT TO EXCEED $500,000, 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 ongoing support for the Police Department Building and the temporary Police Dispatch Unit projects; and
WHEREAS, based on CSG’s proven performance and the City’s continued need for construction management services, staff recommends awarding a new on-call agreement with CSG in an amount not to exceed $500,000.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Vallejo hereby awards the On-Call Consultant and Professional Services Agreement attached hereto as Exhibit A and incorporated herein to CSG Consultants, Inc., in an amount not to exceed $500,000 for construction management services related to the City’s federally projects.

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

____________________________________

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 12

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,

Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 12 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

Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 12 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.

Consultant and Professional Services Agreement (Revised 05-2025) Page 4 of 12 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,

Consultant and Professional Services Agreement (Revised 05-2025) Page 5 of 12 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

Consultant and Professional Services Agreement (Revised 05-2025) Page 6 of 12 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

Consultant and Professional Services Agreement (Revised 05-2025) Page 7 of 12 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

Consultant and Professional Services Agreement (Revised 05-2025) Page 8 of 12 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: Public Works Department
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.

28. Ambiguity. The parties acknowledge that this is a negotiated agreement,

Consultant and Professional Services Agreement (Revised 05-2025) Page 9 of 12 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.

Consultant and Professional Services Agreement (Revised 05-2025) Page 10 of 12

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]

Consultant and Professional Services Agreement (Revised 05-2025) Page 11 of 12 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 CONTENT:

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

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

By: ____________________
Armond Sarkis
Risk Manager

Consultant and Professional Services Agreement (Revised 05-2025) Page 12 of 12

On-Call Consultant and Professional Services Agreement (5-2025) Page 1 of 3 Exhibit A – Scope of Work

EXHIBIT A

SCOPE OF WORK

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

Public Works Director
City of Vallejo -Public Works Department
555 Santa Clara Street
Vallejo, CA 94590
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; such services shall be defined, scheduled, and authorized in subsequent Statement of Works.

The Statement of Work shall be substantially in the form as shown in Attachment 1 of Exhibit A, attached hereto and incorporated herein by this reference.

3. 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 3 Exhibit A – Scope of Work
Attachment 1 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- 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 (5-2025) Page 3 of 3 Exhibit A – Scope of Work
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 1 of 2 Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed Five Hundred Thousand Dollars and 00 Cents ($500,000.00).

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 consultant’s appropriate billable hourly rate. 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.

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

4. Payments to Consultant.

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

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 2 Exhibit B - Compensation
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.

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 –Const. Management Fed - CSGPage 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 –Const. Management Fed - CSGPage 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 –Const. Management Fed - CSGPage 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 –Construction Management Fed -CSG 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 –Construction Management Fed -CSG 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 –Construction Management Fed -CSG Exhibit D
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.

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
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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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 concurrently 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 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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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 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.

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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.
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.

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D

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.

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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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 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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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 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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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 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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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 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-

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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.

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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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 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 of 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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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.

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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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:
a. 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.

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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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 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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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 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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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 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.

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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 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.

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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.

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.

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D

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
• 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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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 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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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.

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

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
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 validations by the 5th of the month for the previous three months of work.

CONSULTANT must notify the CITY immediately if they believe the DBE may not be performing a CUF.

The CITY will verify DBEs performance of CUF by reviewing the initial and quarterly submissions of LAPM 9-J: DBE Commercially Useful Function

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
Evaluation, submitted supporting information, field observations, and through any additional CITY evaluations. The CITYY must evaluate DBEs and their CUF performance throughout the duration of a Contract. The CITY will provide written notice to the CONSULTANT and the DBE at least two (2) business days prior to any evaluation. The CONSULTANT and the DBE must participate in the evaluation. Upon completing the evaluation, the CITY must share the evaluation results with the CONSULTANT and the DBE. An evaluation could include items that must be remedied upon receipt. If the CITY determines the DBE is not performing a CUF, the CONSULTANT must suspend performance of the noncompliant work.

CONSULTANT and DBEs must submit any additional CUF related records and documents within five (5) business days of CITY’s request such as:
• Proof of ownership or lease and rental agreements for equipment • Tax records
• Employee rosters
• Certified payroll records
• Inventory rosters
Failure to submit required DBE Commercially Useful Function Evaluation forms or requested records and documents can result in withholding of payment for the value of work completed by the DBE.

If CONSULTANT and/or the CITY determine that a listed DBE is not performing a CUF in performance of their DBE committed work, CONSULTANT must immediately suspend performance of the noncompliant portion of the work. CITY may deny payment for the noncompliant portion of the work. CITY will ask the CONSULTANT to submit a corrective action plan (CAP) to the CITY within five (5) days of the noncompliant CUF determination. The CAP must identify how the CONSULTANT will correct the noncompliance findings for the remaining portion of the DBE's work. CITY has five (5) days to review the CAP in conjunction with the CONSULTANT’s review. The CONSULTANT must implement the CAP within five (5) days of the CITY's approval. The CITY will then authorize the prior noncompliant portion of work for the DBE's committed work.

If corrective actions cannot be accomplished to ensure the DBE performs a commercially useful function on the Contract, CONSULTANT may have good cause to request termination of the DBE.

J. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, AGREEMENT, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions,

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
particularly those in which DBEs do not participate.

K. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.

L. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime CONSULTANT shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

M. If a DBE subconsultant is decertified during the life of the AGREEMENT, the decertified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the AGREEMENT, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to CITY’s Contract Administrator within thirty (30) calendar days.

N. For projects awarded on or after March 1, 2020, but before September 1, 2023: after submitting an invoice for reimbursement that includes a payment to a DBE, but no later than the 10th of the following month, the prime contractor/consultant must complete and email Exhibit 9-F: Disadvantaged Business Enterprise Running Tally of Payments to
[email protected] with a copy to local administering agencies.

For projects awarded on or after September 1, 2023: Exhibit 9-F is no longer required. Instead, by the 15th of the month following the month of any payment(s), the CONSULTANT must now submit Exhibit 9-P to the CITY administering the contract. If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.

O. Any subcontract entered into as a result of this AGREEMENT shall contain all of the provisions of this section.

16. ARTICLE XXIX National Labor Relations Board Certification In accordance with Public Contract Code §10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of

On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board.

Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 1 Exhibit C – Insurance Requirements

EXHIBIT E

CSG CONSULTANTS CALTRANS EXHIBITS
Following this page are applicable Caltrans Exhibits from below list:

Caltrans Exhibit 10-A
Caltrans Exhibit 10-H
Caltrans Exhibit 10-I
Caltrans Exhibit 10-O1
Caltrans Exhibit 10-O2
Caltrans Exhibit 10-Q
Caltrans Exhibit 15-H

CONSENT CALENDAR 9.I.

DATE: May 27, 2025
TO: Mayor and Members of the City Council
FROM: Naveed Ashraf, Chief Innovation Officer & IT Director SUBJECT: ADOPT A RESOLUTION AMENDING THE FY 24-25 BUDGET FOR FIBER ENTERPRISE FUND#432 TO RECOGNIZE AND APPROPRIATE THE LAST MILE FEDERAL FUNDING

ACCOUNT GRANT AWARDED TO THE CITY OF VALLEJO IN THE AMOUNT OF $3,806,104 TO INSTALL THE LAST MILE BROADBAND CONNECTIVITY FOR THE

MARE ISLAND BUILD, NORTH SONOMA BLVD, PORTER STREET TO SEAPORT, AND TRAILER CITY PARK (STEP 2 OF 2); FINDING THAT THE PROJECT IS CATEGORICALLY EXEMPT FROM CEQA; FINDING THAT AWARDING A CONTRACT TO SMART FIBER NETWORKS, INC. WITHOUT PUBLIC BIDDING IS IN THE BEST

INTEREST OF THE CITY, AND APPROVING A CONTRACT WITH SMART FIBER NETWORKS, INC. IN THE AMOUNT OF $3,806,104 TO BUILD OUT THE FOUR

APPROVED PROJECTS AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE SAME.

RECOMMENDATION
Adopt a Resolution amending the FY 24-25 budget of Fiber Enterprise Fund# 432 to recognize and appropriate the California Public Utilities (CPUC) Federal Funding Account Last Mile grant in the amount of 3,806,104 (Step 2 of 2), finding that awarding a contract to Smart Fiber Networks, Inc. without public bidding is in the best interests of the City, authorizing the city manager to execute the contract with Smart Fiber Networks for an amount not to exceed $3,806,104.

REASONS FOR RECOMMENDATION
Amedment of FY 24-25 budget of Fiber Enterprise Fund to recognize the grant funding and award the contract to City's P3 contractor Smart Fiber Networks Inc. More information below in background and discussion section of the staff report.

BACKGROUND AND DISCUSSION
Background
The California Public Utilities Commission (CPUC) established the Last Mile Federal Funding Account as part of the state's comprehensive strategy to bridge the digital divide and ensure equitable access to high-speed internet across California. This initiative was formalized through Senate Bill 156 (SB 156), signed into law in July 2021 by Governor Gavin Newsom. SB 156 allocated a historic $6 billion to accelerate broadband infrastructure development, with $2 billion designated specifically for the Last Mile Federal Funding Account.

The Last Mile Federal Funding Account is administered by the CPUC under its California Advanced Services Fund (CASF) program. The fund is designed to support the deployment of last-mile broadband infrastructure to connect unserved and underserved communities throughout the state. The program prioritizes areas lacking access to broadband speeds of at least 100 Mbps download and 20 Mbps upload.

Date: May 27, 2025
Subject: ADOPT A RESOLUTION AMENDING THE FY 24-25 BUDGET FOR FIBER ENTERPRISE FUND#432 TO RECOGNIZE AND APPROPRIATE THE LAST MILE FEDERAL

FUNDING ACCOUNT GRANT AWARDED TO THE CITY OF VALLEJO IN THE AMOUNT OF $3,806,104 TO INSTALL THE LAST MILE BROADBAND

CONNECTIVITY FOR THE MARE ISLAND BUILD, NORTH SONOMA BLVD, PORTER STREET TO SEAPORT, AND TRAILER CITY PARK (STEP 2 OF 2); FINDING THAT THE PROJECT IS CATEGORICALLY EXEMPT FROM CEQA; FINDING THAT AWARDING A CONTRACT TO SMART FIBER NETWORKS, INC.

WITHOUT PUBLIC BIDDING IS IN THE BEST INTEREST OF THE CITY, AND APPROVING A CONTRACT WITH SMART FIBER NETWORKS, INC. IN THE AMOUNT OF $3,806,104 TO BUILD OUT THE FOUR APPROVED PROJECTS AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE SAME.

This strategic investment underscores California's commitment to fostering digital equity and supporting economic development through enhanced connectivity. The City of Vallejo's successful application for a $3.806,104 grant from this fund exemplifies the state's dedication to empowering local communities and ensuring that all Californians have access to the digital resources essential for education, employment, and civic participation.

Discussion

Grant Details
The City of Vallejo's application was received on September 29, 2023, and subsequently posted on the Commission’s Last Mile Federal Funding Account webpage. CPUC staff reviewed the application for compliance with Commission and federal rules, conducted fiscal and technical analysis, and determined that it met the requirements for a grant under the program. On November 7, 2024, Commissioners considered Vallejo's application and voted to approve the grant award in CPUC Resolution T-17853.

The ultimate performance period under this grant award is five years from the date the grant funds are made available to the eligible entity. While a match was recommended, it was not required.

Vallejo's Project
For Vallejo, this grant represents a pivotal step in the ongoing efforts to enhance connectivity and digital equity within the city. The awarded funds will support four major broadband infrastructure projects:

1. Mare Island Build: Expanding high-speed internet access to support the growing business community on Mare Island.

2. North Sonoma Boulevard Expansion: Improving connectivity for residents and small businesses along North Sonoma Boulevard, facilitating better access to essential services and opportunities.

3. Porter Street to Seaport Connectivity: Enhancing broadband infrastructure to support local businesses and economic development in the Porter Street to Seaport corridor.

4. Trailer City Park Initiative: Providing reliable internet access to residents of Trailer City Park, one of Vallejo's most underserved areas, thereby improving access to education, healthcare, and employment resources.

Date: May 27, 2025
Subject: ADOPT A RESOLUTION AMENDING THE FY 24-25 BUDGET FOR FIBER ENTERPRISE FUND#432 TO RECOGNIZE AND APPROPRIATE THE LAST MILE FEDERAL

FUNDING ACCOUNT GRANT AWARDED TO THE CITY OF VALLEJO IN THE AMOUNT OF $3,806,104 TO INSTALL THE LAST MILE BROADBAND

CONNECTIVITY FOR THE MARE ISLAND BUILD, NORTH SONOMA BLVD, PORTER STREET TO SEAPORT, AND TRAILER CITY PARK (STEP 2 OF 2); FINDING THAT THE PROJECT IS CATEGORICALLY EXEMPT FROM CEQA; FINDING THAT AWARDING A CONTRACT TO SMART FIBER NETWORKS, INC.

WITHOUT PUBLIC BIDDING IS IN THE BEST INTEREST OF THE CITY, AND APPROVING A CONTRACT WITH SMART FIBER NETWORKS, INC. IN THE AMOUNT OF $3,806,104 TO BUILD OUT THE FOUR APPROVED PROJECTS AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE SAME.

These broadband infrastructure projects represent a strategic advancement of the City’s Broadband and Digital Equity Strategy, which seeks to ensure that all Vallejo residents can access reliable, high-speed, and affordable internet. By focusing on underserved areas, these efforts aim to reduce longstanding gaps in connectivity and create a more equitable digital landscape across the city.

The partnership between the City of Vallejo, Smart Fiber Networks, and Vallejo's grant administration team has been a key driver in securing funding and shaping the implementation of these projects. The combined efforts reflect a shared commitment to delivering practical, scalable solutions that meet the community’s current and future connectivity needs.

As the City moves forward, these projects will support broader goals—increasing digital access, strengthening the local economy, and improving access to education, health services, and job opportunities. Together, these investments lay the groundwork for a stronger, more connected Vallejo.

Smart Fiber Contract
On June 24, 2022, the City of Vallejo released a Request for Proposals (RFP) seeking qualified broadband providers and public-private partnership (P3) entities to oversee the management of the City’s fiber infrastructure and to support the expansion of its municipally owned fiber network. This effort was part of a broader initiative to modernize the City’s digital infrastructure and improve broadband access for all residents and businesses.

Following a comprehensive evaluation process, the Information Technology Director presented the RFP results to the City Council on November 1, 2022, recommending Smart Fiber Networks, Inc. as the City’s selected broadband P3 partner. The City Council approved the recommendation, officially awarding the contract to Smart Fiber Networks.

Since that time, the City and Smart Fiber Networks have moved forward with several broadband infrastructure projects identified in Vallejo’s Broadband and Digital Equity Strategy. A key focus of these efforts is to reduce disparities in internet access and address the digital divide affecting underserved areas of the community. In support of these priorities, City staff has also actively pursued external funding opportunities through competitive grant programs to help maximize resources and accelerate project delivery.

Given this established relationship with Smart Fiber Networks and this company's familiarity with the City's fiber network, staff is recommending that the City Council make a finding that utilizing Smart Fiber to perform the installation of the Last Mile project is in the best interests of the City and therefore public bidding for the project is not necessary pursuant to Vallejo Municipal Code section 3.20.090.

This project will be subject to the City's Project Labor Agreement. Smart Fiber Networks has agreed to be

Date: May 27, 2025
Subject: ADOPT A RESOLUTION AMENDING THE FY 24-25 BUDGET FOR FIBER ENTERPRISE FUND#432 TO RECOGNIZE AND APPROPRIATE THE LAST MILE FEDERAL

FUNDING ACCOUNT GRANT AWARDED TO THE CITY OF VALLEJO IN THE AMOUNT OF $3,806,104 TO INSTALL THE LAST MILE BROADBAND

CONNECTIVITY FOR THE MARE ISLAND BUILD, NORTH SONOMA BLVD, PORTER STREET TO SEAPORT, AND TRAILER CITY PARK (STEP 2 OF 2); FINDING THAT THE PROJECT IS CATEGORICALLY EXEMPT FROM CEQA; FINDING THAT AWARDING A CONTRACT TO SMART FIBER NETWORKS, INC.

WITHOUT PUBLIC BIDDING IS IN THE BEST INTEREST OF THE CITY, AND APPROVING A CONTRACT WITH SMART FIBER NETWORKS, INC. IN THE AMOUNT OF $3,806,104 TO BUILD OUT THE FOUR APPROVED PROJECTS AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE SAME.

bound by the PLA and to utilize local, union labor for the project as defined in the PLA.

FISCAL IMPACT
There is no fiscal impact on the general fund. Approval of the budget amendment for the grant award will increase the FY 24-25 budget of Fiber Enterprise Fund# 432 by $3,806,104, which will be used to cover the proposed Smart Fiber Network contract.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it consists of the permitting and minor alteration of existing streets, sidewalks, and other public rights-of-way used to provide public utility services (15301(b)(c)); the project is proposed to install new fiber optic cable to extend the City's broadband service to areas within the City that are lacking such service (15303(d)); the project includes minor trenching and backfilling where the surface is restored (15304(f)).

ATTACHMENTS

1. Broadband Contract RESO CAO Stamp

2. Broadband Construction Contract CAO Stamp (2)

CONTACT
Naveed Ashraf, Chief Innovation Officer & IT Director - (707) 648-5200 [email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO.

ADOPT A RESOLUTION AMENDING THE FY 24-25 BUDGET FOR FIBER ENTERPRISE FUND#432 TO RECOGNIZE AND APPROPRIATE THE LAST MILE

FEDERAL FUNDING ACCOUNT GRANT AWARDED TO THE CITY OF VALLEJO IN THE AMOUNT OF $3,806,104 TO INSTALL THE LAST MILE BROADBAND

CONNECTIVITY FOR THE MARE ISLAND BUILD, NORTH SONOMA BLVD, PORTER STREET TO SEAPORT, AND TRAILER CITY PARK (STEP 2 OF 2); FINDING THAT THE PROJECT IS CATEGORICALLY EXEMPT FROM CEQA; FINDING THAT AWARDING A CONTRACT TO SMART FIBER NETWORKS, INC. WITHOUT PUBLIC

BIDDING IS IN THE BEST INTEREST OF THE CITY, AND APPROVING A CONTRACT WITH SMART FIBER NETWORKS, INC. IN THE AMOUNT OF $3,806,104

TO BUILD OUT THE FOUR APPROVED PROJECTS AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE SAME.

WHEREAS, the City of Vallejo recognizes the critical need for high-speed broadband access in underserved and unserved communities; and
WHEREAS, the Federal Funding Account, administered by the California Public Utilities Commission (CPUC), created a $2 billion grant program for last-mile broadband infrastructure projects to connect unserved Californians, in accordance with Senate Bill 156 (Chapter 112, Statutes of 2021); and
WHEREAS, the Last Mile Federal Funding Account Grant is a federally funded program designed to support the deployment and expansion of broadband infrastructure to close the digital divide; and
WHEREAS, the City of Vallejo has been awarded a grant in the amount of $3,806,104 through the Last Mile Federal Funding Account Grant to carry out broadband infrastructure expansion in eligible areas; and
WHEREAS, the grant funds will be used to support planning, design, construction, and implementation of broadband infrastructure projects that promote equitable access and digital inclusion in and will include the Mare Island Build, the North Sonoma Boulevard Expansion, the Porter Street to Seaport Connectivity and the Trailer City Park Initiative (collectively the “Project”); and
WHEREAS, acceptance of the Last Mile Federal Funding Account Grant requires compliance with federal and state regulations, including reporting, auditing, and project completion within prescribed timelines; and
WHEREAS, the Vallejo City Charter section 703 requires a two-step process when amending its budget with at least five days public notice; and
WHEREAS, the City Council received notice of the aforementioned budget amendment at its meeting on May 13, 2025; and

WHEREAS, staff have analyzed the environmental impact of the Project pursuant to the requirements of the California Environmental Quality Act (“CEQA”) and have determined that the Project is categorically exempt pursuant to CEQA Guidelines 15301(b)(c), 15303(d) and 15304(f).

NOW, THEREFORE BE IT RESOLVED, that the above recitals are incorporated herein by this reference; and
BE IT FURTHER RESOLVED that the City Council of the City of Vallejo does hereby find that the Project is categorically exempt from CEQA pursuant to CEQA Guidelines 15391(b)(c), 15303(d) and 15304(f); and
BE IT FURTHER RESOLVED that the City Council does hereby authorize the City Manager to accept grant funds from the Last Mile Federal Funding Account Grant award from the CPUC in the amount of $3,806,104 and that said amount is hereby appropriated for the Project (second step); and
BE IT FURTHER RESOLVED that the City Council does hereby recognize the efforts of Smart Fiber Networks, Inc. in helping to obtain the grant as well as its past and ongoing efforts to improve the City’s broadband infrastructure. Further, the City Council finds that because of Smart Fiber Networks, Inc.’s familiarity with the City’s fiber network system it is in the best interests of the City to award the construction contract for the Project to Smart Fiber Networks, Inc. in the amount of $3,806,105.

BE IT FURTHER RESOLVED that the City Council hereby approves the construction contract for the Last Mile project in the amount of $3,806,105 and awards the same to Smart Fiber Networks, Inc. and authorizes the City Manager to execute the contract on behalf of the City.
[SIGNATURES ON NEXT PAGE]

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:

Last Mile Broadband Project Page 1
Approved as to form:

By: for
Veronica Nebb, City Attorney

CITY OF VALLEJO

INFORMATION TECHNOLOGY DEPARTMENT

CONSTRUCTION CONTRACT FOR

LAST MILE BROADBAND PROJECT
THIS CONTRACT (“Contract”) made and concluded in duplicate this _____ day of May 2025, at Vallejo, California, by and between the City of Vallejo, a municipal corporation of the State of California, acting by and through its City Council, hereinafter called City, and Smart Fiber Networks, Inc., a California corporation hereinafter called CONTRACTOR.

WITNESSETH:

WHEREAS, the City Council of City caused Specifications for the work hereinafter mentioned to be prepared, and hereby approves and adopts said Specifications; and, WHEREAS, the City Council of City has determined that awarding this Contract to Smart Fiber Networks, Inc. without the necessity of public bidding is in the best interests of the City; and, WHEREAS, Contractor, has prepared the attached Scope of Work attached hereto as Exhibit A and incorporated by this reference; and,
WHEREAS, City applied for a California Public Utilities Federal Funding program grant which was subsequently awarded; and,
WHEREAS, grant funds will be used to pay for all of the work in Exhibit A.

NOW, THEREFORE, in consideration of the above, it is mutually agreed between the parties hereto as follows, to wit:

1. SCOPE AND COST OF WORK
The Contractor shall provide all labor, tools, and materials for a complete and working project in conformance with as set forth in Exhibit A and as provided for and set forth in the Contract Documents which are hereby referred to by such reference, incorporated herein, and made a part of this Contract. The cost of said work to include labor and materials is Three Million Eight Hundred Six Thousand One Hundred Four dollars ($3,806,104.00).

The following documents shall constitute the Contract Documents:
(a) Notice to Contractors, if any;
(b) Instructions to Bidders, if any;

Last Mile Broadband Project Page 2
(c) Contract and exhibits thereto;
(d) Drawings;
(e) City of Vallejo General Conditions
(f) City of Vallejo Specifications and Special Provisions, if any; (g) Change Orders, if any;
(h) Standard Specifications of the State of California, Business and Transportation Agency, Department of Transportation, 2010 edition, Sections 10 through 95, all as modified herein, if applicable;
(i) City of Vallejo Regulations and Standard Specifications for Public Improvements, December 2011 edition;
(j) Vallejo Sanitation & Flood Control District Master Bid Document, dated March 2007; (k) The Project Labor Agreement for the City of Vallejo dated as of April 1, 2024; (l) The Payment (Labor and Materials) Bond;
(m)The Faithful Performance Bond;
(n) The Scope and Cost of Work attached hereto as Exhibit A; (o) Any other documents identified as such in the Contract Documents.

2. TERMS AND CONDITIONS
This Contract consists of the Contract Documents and Contractor and City agree to comply with and fulfill all obligations, promises, covenants and conditions imposed upon each of them in the Contract Documents. All of said work done under this Contract shall be performed to the satisfaction of the City Council, or its representative, who shall have the right to reject any and all materials and supplies furnished by Contractor which do not strictly comply with said Contract Documents, together with the right to require Contractor to replace any and all work furnished by Contractor which shall not either in workmanship or material be in strict accordance with the Contract Documents.

Contractor agrees to receive and accept the prices set forth in Exhibit A as full compensation for furnishing all materials and for doing all the work contemplated and embraced in this Contract, also for all loss or damage arising out of the nature of the work aforesaid, or from the action of the elements or from any foreseen difficulties or obstructions which may arise or be encountered in the prosecution of the work until its acceptance by the City and for all risks of every description, connected with the work; also for all discontinuance of work, and for well and faithfully completing the work, and the whole thereof, in the manner and according to the Contract Documents. Notwithstanding the foregoing, Contractor shall only be paid utilizing the California Public Utilities Commission Federal Funding Account program grant and no other City funding without further consent of the City Council.

By my signature as Contractor, I certify that I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this contract.

Last Mile Broadband Project Page 3
Pursuant to section 1700, and following, of the California Labor Code, the Contractor shall pay not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations. Copies of such prevailing rate of per diem wages are on file at the Office of the City Clerk, City of Vallejo, City Hall, 555 Santa Clara Street, Vallejo, California CA. Those copies shall be made available to any interested party upon request. The Contractor shall forfeit, as penalty to the City, Two Hundred Dollars ($200.00) for each calendar day or portion thereof, for each workman paid less than the stipulated prevailing rates for any work done under the contract by it or by any subcontractor under it, in violation of the provisions of such Labor Code.

City shall pay Contractor the sums set forth on Exhibit A, hereto, in accordance with all of the terms and conditions of the Contract Documents.

The Contractor shall be permitted to substitute designated securities for any moneys withheld by the City of Vallejo to insure performance under the Contract. This right of substitution shall be exercised in the manner and subject to the conditions specified in the Contract Documents. The provisions of Public Contract Code section 22300 are incorporated herein by reference as though set forth in full and shall govern the substitution of securities and/or escrow account.

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

IN WITNESS WHEREOF, the parties to these presents have hereunto set their hands and affixed their seal the day and year first above written.

CITY OF VALLEJO, SMART FIBER NETWORKS, INC.,
a Municipal Corporation a California Corporation
By: _____________________ By: _____________________
Andrew Murray, [Name of Person Signing]
City Manager [Title of Person Signing]
Attest: __________________
Dawn Abrahamson, (Corporate Seal)
City Clerk
(City Seal)
Approved as to Content:
________________________
Naveed Ashraf,
IT Director

Last Mile Broadband Project Page 4
Approved as to Form:
________________________
Veronica A.F. Nebb,
City Attorney
Approved as to Insurance:
________________________
Armond Sarkis,
Risk Manager

Last Mile Broadband Project Page 5

FAITHFUL PERFORMANCE BOND

KNOW ALL MEN/WOMEN BY THESE PRESENTS, THAT WE,
________________________, as Principal, and ________________________, as Surety, are held and firmly bound unto the City of Vallejo, a municipal corporation of the State of California, hereinafter called the City, in the penal sum of ________________________ Dollars ($________________________), and no more, for the work described below, for the payments of which sum in lawful money of the United States of America well and truly to be made to the City of Vallejo, we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents as herein above provided.

WHEREAS, that the Principal has entered into a contract with said City for the construction of:

The Last Mile Broadband Project as set forth in Exhibit A attached to the Contract therefore.

NOW, THEREFORE, the condition of this obligation is such that if the above bounded Principal shall in all things stand to abide by, and well and truly keep and perform the covenants, conditions and agreements in the foregoing contract agreed on his/her or their part to be kept and performed at the time and in the manner herein specified, and shall indemnify and save harmless the City of Vallejo, its officers, agents and employees as therein stipulated, then this obligation shall become null and void; otherwise, it shall remain in full force and virtue to guarantee Contractor’s faithful performance of its obligations in the Contract Documents, and Principal and Surety, in the event suit is brought on this bond, will pay to the Obligee such reasonable attorneys’ fees as may be fixed by the Court.

The Surety herein, for value received, hereby stipulates and agrees that no change, extension of time, alteration, addition or modification to the terms and conditions of said contract, or the specifications accompanying the same shall in any manner affect its obligations on this bond, and said Surety does hereby waive notice of any such change, extension, alteration or addition. Said Surety hereby waives the provisions of Section 2819 and 2845 of the Civil Code of the State of California.

NOW, THEREFORE, We, the Principal, and ________________________ as Surety, are held and firmly bound unto the City of Vallejo, a municipal corporation, hereinafter called City, in the penal sum of ________________________ Dollars ($________________________), and no more, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents, as herein provided.

IN WITNESS WHEREOF, the above bounded parties have executed this Instrument under their several seals this ______ day of ________________________ 2025. The name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to the authority of its governing body.

Last Mile Broadband Project Page 6

PRINCIPAL SURETY
______________________________ ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ SURETY INFORMATION:

Contact Person:________________________________________________________________ Name of Company:_____________________________________________________________ Address:______________________________________________________________________ _______________________________________________________________________ Telephone No.:________________________ Fax No.:_________________________________ NOTE: (1) Signatures of those executing for the Surety must be properly acknowledged. (2) This Bond must be in an amount equal to 100% of the amount bid.

Approved as to Form:
________________________
Veronica A.F. Nebb,
City Attorney

Last Mile Broadband Project Page 7

PAYMENT (LABOR AND MATERIALS) BOND
KNOW ALL MEN/WOMEN BY THESE PRESENTS, WHEREAS, that the City of Vallejo, a municipal corporation of the State of California, acting through its City Council, has awarded Smart Fiber Network, Inc. hereinafter designated as the Principal, a contract for:

The Last Mile Broadband Project as set forth in Exhibit A of the Contract for the project.

AND WHEREAS, said Principal is required to furnish a bond in connection with said contract, provided that if said Contractor, or any of his/her or its subcontractors, shall fail to pay for any materials, provisions, provender or other supplies, or teams, used in, upon, for or about the performance of the work contracted to be done, or any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such labor, the Surety of this bond will pay the same.

NOW, THEREFORE, We, the Principal, and ________________________, as Surety, are held and firmly bound unto the City of Vallejo, a municipal corporation, hereinafter called City, in the penal sum of ________________________ Dollars ($________________________), and no more, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents, as herein provided.

The condition of this obligation is such that, if said Principal, or his/her or its Subcontractors, shall fail to pay for any materials, provisions, provender or other supplies or teams used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, as required by the provisions of California Civil Code, commencing with Section 9550, and providing that the persons, companies or corporations so furnishing said materials, provisions, or other supplies, appliances or power used in, for or about the performance of the work contracted to be executed or performed, or any person, company, or corporation, renting, or hiring implements, or machinery, or power, for, or contributing to said work to be done, or any person who performs work or labor upon the same, or any person who supplies both work and materials therefor, shall have complied with the provisions of said Title 15, the Surety, or Sureties, hereon will pay the same in an amount not exceeding the sum specified in his/her or its bond, and also, in case suit is brought upon this bond, a reasonable attorney’s fee to be fixed by the Court, then this obligation shall become null and void; otherwise, it shall remain in full force and virtue.

This bond shall inure to the benefit of any and all persons, companies and corporations entitled to file claims under section 9100 of the Civil Code of the State of California so as to give a right of action to them or their assigns in any suit brought upon this bond.

The Surety herein, for value received, hereby stipulates and agrees that no change, extension of time, alteration, addition or modification to the terms and conditions of said contract, or the specifications accompanying the same, shall in any manner affect its obligation on this bond, and said Surety does hereby waive notice of any such change, extension, alteration or addition.

Last Mile Broadband Project Page 8
IN WITNESS WHEREOF, the above bounded parties have executed this Instrument under their several seals this ______ day of ________________________, 2025. The name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to authority of its governing body.

PRINCIPAL SURETY
______________________________ ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ SURETY INFORMATION:

Contact Person:________________________________________________________________ Name of Company:_____________________________________________________________ Address:______________________________________________________________________ _______________________________________________________________________ Telephone No.:________________________ Fax No.:_________________________________ NOTE: (1) Signatures of those executing for the Surety must be properly acknowledged. (2) This Bond must be in an amount equal to 100% of the amount bid.

Approved as to Form:
________________________
Veronica A.F. Nebb,
City Attorney

Last Mile Broadband Project Page 9
CONTRACT CHANGE ORDER NO.: _____________
DATE: ________________
TO: ____________________
PROJECT: The Last Mile Broadband Project, City of Vallejo FROM: _________________
This change order modifies and amends the provisions of that certain Contract dated ________________________ by and between the City and ________________________ (“Contractor”).

REFERENCE: Contract drawings, Sheet No.
or other drawings attached
Contractor is hereby directed to make the following changes to the Work:

By signing this Change Order, Contractor understands and agrees that it is accepting the specified sums and adjustment of contract time of completion (if any) set forth herein as full, final and complete satisfaction of any and all claims by Contractor for all costs and expenses of Contractor and anyone for whom Contractor may be responsible for the work referred to herein, including but not limited to costs or expenses of the Contractor or any of its subcontractors, materials suppliers, vendors or anyone else for whom Contractor is responsible, for labor, materials, services or equipment, no matter how characterized, whether known or unknown to Contractor, including but not limited to, all field and home office overhead, delay costs/claims, acceleration costs/claims, unabsorbed or under-absorbed home office overhead, extended field costs, general conditions, claim preparation costs, inefficiencies, or the like, no matter how characterized. Contractor further understands and agrees by signing this Change Order that any attempt by Contractor to purportedly reserve rights to claim additional time or compensation for the work referred to herein, is void.

ADJUSTMENT OF CONTRACT TIME OF COMPLETION:____________________________ AGREED PRICE:_______________________________________________________________ FORCE
ACCOUNT:_____________________________________________________________ BASE CONTRACT PRICE:_______________________________________________________ PREVIOUS CONTRACT CHANGE ORDER:________________________________________ NEW ADJUSTED CONTRACT PRICE:_____________________________________________

EXCEPT AS SET FORTH ABOVE, ALL TERMS AND PROVISIONS OF THE CONTRACT AND ALL PRIOR CHANGE ORDERS REMAIN IN FULL FORCE AND EFFECT.

RECOMMENDED: _____________________________________________________________

Last Mile Broadband Project Page 10
NAME TITLE:_________________________________________________________________ Execution of this Change Order by both parties constitutes a binding agreement. This document constitutes the entire agreement between the parties. The person signing this Change Order for Contractor hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Contractor.

ACCEPTED AND AGREED:

Contractor:__________________________________ Date:______________________________ (Name and Title)
City:_______________________________________ Date:______________________________ (Name and Title)

Last Mile Broadband Project Page 11

EXHIBIT A

SCOPE AND COST OF WORK
FFA Grant Projects
Design And Build Proposal
Project Summary:

The City seeks the development of fiber-based broadband infrastructure in key areas of Vallejo to extend high-speed internet access to unserved and underserved locations, as identified through the California Public Utilities Commission (CPUC) Federal Funding Account (FFA) program. These network builds aim to close the digital divide by delivering reliable, affordable connectivity to residents, businesses, and community anchor institutions lacking adequate service today. Smart Fiber Networks’ design and construction plans contained herein outline the responsibilities for engineering, construction, operations, and ongoing management of the expanded fiber network.

Smart Fiber Networks’ Public Wi-Fi designs are for the following four regional locations:

Location 1: Project #1434- Mare Island Build
Location 2: Project #1435- N. Sonoma Blvd Build
Location 3: Project #1436- Porter to Seaport Build
Location 4: Project #1437- Trailer City Park Build
Project Technical Specifications:

Smart Fiber Networks shall engineer, procure, and construct new fiber optic infrastructure to extend high-speed broadband access to areas identified as unserved or underserved within the City of Vallejo. This work includes the installation of underground and aerial fiber plant, splice enclosures, handholes or vaults, fiber distribution terminals, and customer drop paths, as outlined in the project-specific design documentation.

Each project area will include the construction of feeder and distribution fiber capable of supporting symmetrical gigabit-class services. Fiber cables shall be installed using industry- standard methods for both underground (e.g., boring, trenching, microtrenching) and aerial construction (e.g., lashing to existing utility poles). All conduit installations shall comply with City and utility requirements, with sizing and slack calculated to support future network growth and redundancy.

Smart Fiber Networks shall be responsible for the placement of network access points such as splice cases, fiber distribution hubs, or terminals at locations designated in the engineering design.

These elements shall be mounted securely in accessible locations, and all fibers shall be terminated, tested, and labeled according to standard telecommunications practices.

Where necessary, Smart Fiber Networks shall perform low-voltage cabling and indoor/outdoor building penetrations to establish fiber entry to customer premises, community anchor sites, or

Last Mile Broadband Project Page 12
designated City facilities. This includes installation of network interface devices (NIDs), optical network terminals (ONTs), and required mounting hardware.

All newly installed infrastructure will be tested for continuity, light loss, and compliance with minimum signal thresholds suitable for gigabit services. Test results will be documented and provided to the City at project closeout. As-built maps will accompany all constructed segments and be delivered in GIS-compatible formats.

Smart Fiber Networks will also provision sufficient slack and spare conduit paths to accommodate future upgrades or additional customer connections. All work shall follow current National Electrical Code (NEC), CPUC guidelines, and industry standards for fiber-optic deployment.

Project Equipment Details:

Smart Fiber Networks shall furnish and install all materials necessary to complete the fiber network expansions as outlined in this Scope of Work. Equipment and materials used will align with the standards currently deployed throughout the City of Vallejo’s municipal broadband infrastructure and will be selected to ensure long-term reliability, scalability, and compatibility.

The typical bill of materials for these projects includes both network core components and field- deployable infrastructure. This includes fiber optic cable, customer premise equipment (CPE), splice enclosures, vaults, and access terminals. Backbone connectivity will be supported through the use of industry-standard switches and optical line terminals (OLTs), with all cabling and hardware rated for outdoor, underground, or aerial use as appropriate. •Core and access infrastructure will include, but is not limited to:
•Optical Line Terminals (e.g., Cambium OLTs)
•Network switching hardware (e.g., EX4550, 32-port SFP+ switches) •Multi-strand fiber cable (e.g., 288-count MM fiber)
•Splice enclosures (e.g., FOSC-B-450, BOSC 600-D)
•Outdoor fiber distribution closures (e.g., OFDC-12)
•Vaults (e.g., 17”x30”, 24”x36”) and conduit for underground routing •Aerial and underground drop cable to customer locations •Core drilling for wall entries and in-building transitions •CPE and in-unit installation materials for residential and commercial service delivery All materials and equipment shall meet industry standards for broadband deployment and will be installed, tested, and documented per CPUC guidelines and manufacturer specifications.

Project Installation Timeline:

Smart Fiber Networks shall complete the design, construction, and closeout of all four network expansion zones within the 18-month performance window established under the CPUC Federal Funding Account (FFA) grant program. If conditions arise that materially delay construction— such as permitting issues, weather, or supply chain impacts—the City may coordinate with Smart

Last Mile Broadband Project Page 13
Fiber Networks to request a one-time extension of up to six (6) months, as allowed by CPUC guidelines.

The expected build sequence is as follows:

Project #1434 – Mare Island Build
•Permitting Period: May 2025
•Construction Start: June 2025
•Construction End: September 2025
Project #1435 – North Sonoma Boulevard Build
•Permitting Period: May-June 2025
•Construction Start: July 2025
•Construction End: December 2025
Project #1436 – Porter to Seaport Build
•Permitting Period: May-August 2025
•Construction Start: October 2025
•Construction End: March 2026
Project #1437 – Trailer City Park Build
•Permitting Period: May-August 2025
•Construction Start: October 2025
•Construction End: January 2026
Each project timeline may shift based on field conditions and permitting coordination with City departments. Smart Fiber Networks shall provide the City with updated construction calendars as each build segment enters active deployment.

Last Mile Broadband Project Page 14
Individual Project-Specific Details:

Project #1434: Mare Island Build
The proposed design for the Mare Island Build includes the expansion of the City of Vallejo’s fiber infrastructure across key public and community-serving sites on Mare Island. This build is the first phase of construction under the CPUC FFA grant program and targets connectivity improvements to unserved and underserved areas, including City-owned facilities and adjacent zones with limited broadband access.

A majority of the new fiber construction will utilize existing underground conduit pathways made available through a partnership with Island Energy, which significantly reduces the need for open trenching and shortens the overall construction timeline. This approach also enables lower build costs, limits traffic and surface disruption, and accelerates delivery of services to the community.

In addition to extending fiber laterals to multiple anchor sites, this project includes upgrades to the City’s existing network hubs. Smart Fiber Networks will expand capacity at the Mare Island Fire Administration Building (970 Nimitz Ave), which serves as the Mare Island Hub, and interconnect this new segment to the City’s main point of presence at the Garage Hub (415 Santa Clara St).

Key Location Install Details:
•970 Nimitz Ave (Fire Admin POP):
oElectrical receptacle to be installed by city personnel oISP to bring new fiber into the building tothe existing rack oISP Installer will place a new EX4550, 32-port 1/10GbE SFP+ in the existing mounted cabinet and connect to the existing fiber
oISP Installer will place a new OLT
oISP Installer will place a new rack mount fiber patch panel oISP Installer will work with the network operations team to turn up and test units. •415 Santa Clara St (Garage POP):
oISP Installer will work with network operations to assign core fiber connections •555 Santa Clara St (City Hall Primary Hub):
oISP Installer will work with network operations to assign core fiber connections •Field Work to be performed
oMicro duct installation in Island Energy Duct
oFiber optic cable installation in micro duct in Island Energy Duct oConstruction of new underground conduit paths where existing conduit is unavailable
oPlacement of new vaults and handholes for access, slack storage, and future expansion
oUse of existing utility conduits and structures wherever feasible to reduce surface disruption
oAerial fiber placement using joint-use poles for select spans oSplicing of fiber at intermediate vaults and termination points oInstallation of fiber laterals to identified customer locations and anchor institutions

Last Mile Broadband Project Page 15
oCross-connections to City Hall Hub (555 Santa Clara St) and Garage Hub (415 Santa Clara St)
oFiber testing, labeling, and documentation of loss, continuity, and splice mapping oSubmission of GIS-based as-builts, splice records, and construction closeout materials
Bill of Materials - Mare Island Build:

Below are the materials required for this segment of the proposed build:

Expense Item Type of
Equipment Description Last Mile/Middle
Mile Cost
Network and
Access
Equipment
Other EX4550, 32-port 1/10GbE
SFP+
Last Mile $2,100.00
Network and
Access
Equipment
Other Cambium OLT Last Mile $20,000.00
Customer
Premise
Equipment
Other Customer CPE Last Mile $18,530.00
Materials Cable Customer Drops Last Mile $32,700.00
Materials Cable 288 ct Fiber- MM Middle Mile $93,472.00 Materials Other BOSC 600-D Last Mile $2,200.00
Materials Other FOSC-B-450 Last Mile $1,350.00
Materials Other OFDC-12 Last Mile $1,750.00
Totals: $ 172,102.00
Projected Labor – Mare Island Build:

Below are the estimated labor costs for this segment of the proposed build:

Expense Item Type of
Equipment Description Last Mile/Middle
Mile Cost
Engineering N/A Engineering Costs Last Mile $22,400.00
Labor- OSP N/A UG Road and Rope Last Mile $44,450.00
Labor- OSP N/A UG Duct Placement Middle Mile $139,700.00 Labor- OSP N/A UG Cable Placement Middle Mile $127,000.00 Labor- Network N/A E-Tech Middle Mile $12,700.00
Labor- OSP N/A Up to 2” Core Drill Middle Mile $1,860.00 Labor- OSP N/A 17”x30” Vault Install Middle Mile $5,500.00 Labor- OSP N/A 24” x 36” Vault Install Middle Mile $1,500.00

Last Mile Broadband Project Page 16
Labor- OSP N/A Splicing Middle Mile $81,446.00
Labor- ISP N/A Tech Installs for customer Last Mile $27,250.00 Totals: $ 463,806.00
High Level Design - Mare Island Build:

Below is the initial High Level Design for the Project Area:

Last Mile Broadband Project Page 17

Last Mile Broadband Project Page 18
Project #1435: N. Sonoma Blvd Build
This project includes the construction of new fiber optic infrastructure along North Sonoma Boulevard and adjacent corridors, extending high-speed broadband access to identified unserved and underserved locations. The build will involve both underground and aerial installation methods and is designed to connect residential and commercial properties, as well as designated anchor institutions.

Construction will utilize a mix of new conduit placement, existing joint-use poles, and access to available utility infrastructure where feasible. Vaults and handholes will be placed at strategic intervals to allow for splicing, slack storage, and future lateral extensions.

All installed fiber will be terminated and tested in accordance with CPUC and industry standards.

The build will route back to the City Hall Hub at 555 Santa Clara Street for integration into the existing network.

Key Location Install Details:
•900 Redwood St (Fire Station #23 POP):
oElectrical receptacle to be installed by city personnel oISP to bring new fiber into the building toan existing rack oISP Installer will place a new EX4550, 32-port 1/10GbE SFP+ in the existing mounted cabinet and connect to the existing fiber
oISP Installer will place a new OLT
oISP Installer will place a new rack mount fiber patch panel oISP Installer will work with the network operations team to turn up and test units. •111 Amador St (Police Station Primary Hub):
oISP Installer will work with network operations to assign core fiber connections •555 Santa Clara St (City Hall Primary Hub):
oISP Installer will work with network operations to assign core fiber connections •Field Work to be performed
oFiber optic cable installation along North Sonoma Boulevard and adjacent side streets
oConstruction of new underground conduit paths where existing conduit is unavailable
oPlacement of new vaults and handholes for access, slack storage, and future expansion
oUse of existing utility conduits and structures wherever feasible to reduce surface disruption.
oAerial fiber placement using joint-use poles for select spans oSplicing of fiber at intermediate vaults and termination points oInstallation of fiber laterals to identified customer locations and anchor institutions oRack and wall-mount hardware installation at Fire Station #23 and the new Police Department facility
oCross-connections to City Hall Hub (555 Santa Clara St) and Police Station Hub (111 Amador St)

Last Mile Broadband Project Page 19
oFiber testing, labeling, and documentation of loss, continuity, and splice mapping oSubmission of GIS-based as-builts, splice records, and construction closeout materials
Bill of Materials – N. Sonoma Blvd Build:

Below are the materials required for this segment of the proposed build:

Expense Item Type of
Equipment Description Last Mile/Middle
Mile Cost
Network and
Access
Equipment
Other EX4550, 32-port 1/10GbE
SFP+
Last Mile $2,100.00
Network and
Access
Equipment
Other Cambium OLT Last Mile $20,000.00
Customer
Premise
Equipment
Other Customer CPE Last Mile $44,880.00
Materials Cable Customer Drops Last Mile $79,200.00
Materials Cable UG Drops Last Mile $39,500.00
Materials Cable 288 ct Fiber- MM Last Mile $16,000.00
Materials Cable 24ct Fiber- LM Middle Mile $7,500.00
Materials Cable 72ct Fiber- LM Last Mile $5,625.00
Materials Cable 144ct Fiber- LM Last Mile $6,875.00
Materials Other BOSC 600-D Last Mile $6,600.00
Materials Other FOSC-B-450 Last Mile $1,350.00
Materials Other OFDC-12 Last Mile $15,400.00
Materials Other Micro Duct Last Mile $6,750.00
Totals: $ 251,780.00
Projected Labor – N. Sonoma Blvd Build:

Below are the estimated labor costs for this segment of the proposed build:

Expense Item Type of
Equipment Description
Last
Mile/Middle
Mile
Cost
Engineering N/A CalTrans Permitting Middle Mile $15,000.00 Engineering N/A Engineering Costs Last Mile $22,250.00
Labor- OSP N/A Aerial Strand and Fiber and
drop placement
Last Mile $60,060.00

Last Mile Broadband Project Page 20
Labor- OSP N/A Aerial Make Ready Last Mile $6,000.00
Labor- OSP N/A UG Road and Rope Last Mile $6,993.00
Labor- OSP N/A UG Duct Placement Middle Mile $21,978.00 Labor- OSP N/A UG Cable Placement Middle Mile $97,565.00 Labor- OSP N/A UG Boreing Middle Mile $143,195.00
Labor- OSP N/A Microtrenching Middle Mile $268,765.00
Labor- OSP N/A 17”x30” Vault Install Middle Mile $13,200.00 Labor- OSP N/A 24” x 36” Vault Install Middle Mile $3,000.00 Labor- OSP N/A Splicing Middle Mile $38,536.00
Labor- ISP N/A Tech Installs for customer Last Mile $66,000.00 Totals: $ 762,542.00
High Level Design – N. Somona Blvd Build:

Below is the initial High Level Design for the Project Area:

Last Mile Broadband Project Page 21

Last Mile Broadband Project Page 22
Project #1436: Porter to Seaport Build
This project will construct new fiber infrastructure in the area spanning from Porter Street to the Seaport residential zone, targeting dense multi-dwelling units (MDUs), homeowner associations (HOAs), and underserved residential clusters. The build is designed to address connectivity gaps in older buildings and multi-tenant properties that currently lack access to reliable high-speed service.

Fiber routes will originate at the soon-to-be-constructed point of presence (POP) located at the Norman King Community Center. From there, traffic will be routed to the City’s Garage Hub at 415 Santa Clara Street and integrated into the broader network via the City Hall Hub at 555 Santa Clara Street. The Norman King POP will serve as the primary aggregation point for this region and will be constructed as part of this project.

Key Location Install Details:
•545 Magazine St (Norman King Community Center POP):
oElectrical receptacle to be installed by city personnel or sub subcontracted electrician
oInstall NEW conditioned OSP cabinet
oISP to bring new fiber into the new cabinet
oISP Installer will place a new EX4550, 32-port 1/10GbE SFP+ in the mounted cabinet and connect to the new fiber
oISP Installer will place a new OLT
oISP Installer will place a new rack mount fiber patch panel oISP Installer will work with the network operations team to turn up and test units. •415 Santa Clara St (Parking Garage POP):
oISP Installer will work with network operations to assign core fiber connections •555 Santa Clara St (City Hall Primary Hub):
oISP Installer will work with network operations to assign core fiber connections •Field Work to be performed
oMicro duct and Fiber optic cable installation along South Sonoma Boulevard and adjacent side streets
oConstruction of new underground conduit paths where existing conduit is unavailable
oPlacement of new vaults and handholes for access, slack storage, and future expansion
oUse of existing utility conduits and structures wherever feasible to reduce surface disruption.
oAerial fiber placement using joint-use poles for select spans oSplicing of fiber at intermediate vaults and termination points oInstallation of fiber laterals to identified customer locations and anchor institutions oCross-connections from Norman King Community Center to the new Police Department facility
oCross-connections to City Hall Hub (555 Santa Clara St) and Garage Hub (415 Santa Clara St)

Last Mile Broadband Project Page 23
oFiber testing, labeling, and documentation of loss, continuity, and splice mapping oSubmission of GIS-based as-builts, splice records, and construction closeout materials
Bill of Materials – Porter to Seaport Build:

Below are the materials required for this segment of the proposed build:

Expense Item Type of
Equipment Description Last Mile/Middle
Mile Cost
Network and
Access
Equipment
Other EX4550, 32-port 1/10GbE
SFP+
Last Mile $2,100.00
Network and
Access
Equipment
Other Cambium OLT Last Mile $20,000.00
Customer
Premise
Equipment
Other Customer CPE Last Mile $29,325.00
Materials Cable Customer Drops Last Mile $51,750.00
Materials Cable UG Drops Last Mile $86,250.00
Materials Cable 288 ct Fiber- MM Middle Mile $48,000.00 Materials Cable 48ct Fiber LM Last Mile $15,000.00
Materials Cable 96ct Fiber- LM Last Mile $24,500.00
Materials Cable 144ct Fiber- LM Last Mile $0.00
Materials Other BOSC 600-D Last Mile $550.00
Materials Other FOSC-B-450 Last Mile $2,700.00
Materials Other OFDC-12 Last Mile $12,600.00
Materials Other Micro Duct Last Mile $15,327.00
Materials Other MDU Boxes Last Mile $10,000.00
Totals: $ 318,102.00
Projected Labor – Porter to Seaport Build:

Below are the estimated labor costs for this segment of the proposed build:

Expense Item Type of
Equipment Description
Last
Mile/Middle
Mile
Cost
Other Other CalTrans Permitting Middle Mile $10,000.00
Other N/A Engineering Costs Last Mile $24,500.00

Last Mile Broadband Project Page 24
Other Other Aerial Strand and Fiber and
drop placement
Last Mile $0.00
Other Other Aeriial Make Ready Last Mile $0.00
Other Other UG Road and Rope Last Mile $19,868.00
Other Other UG Duct Placement Middle Mile $62,442.00
Other Other UG Cable Placement Middle Mile $132,465.00
Other Other UG Boreing Middle Mile $984,100.00
Other Other Microtrenching Middle Mile $0.00
Other Other 17”x30” Vault Install Middle Mile $16,500.00 Other Other 24” x 36” Vault Install Middle Mile $4,500.00 Other Other Splicing Middle Mile $64,728.00
Other Other Tech Installs for customer Last Mile $43,125.00 Totals: $ 1,362,330.00
High Level Design – Porter to Seaport Build:

Below is the initial High Level Design for the Project Area:

Last Mile Broadband Project Page 25

Last Mile Broadband Project Page 26
Project #1437: Trailer City Park Build
This project includes the construction of new fiber infrastructure to serve the Trailer City Park and surrounding commercial and residential areas. The primary objective is to provide direct broadband connectivity to the Trailer City Park community, while also enabling future service availability to adjacent parcels along the route.

Fiber will be routed from the City’s forthcoming Police Department point of presence (POP), which will serve as the main aggregation point for this segment. The project will utilize available underground conduit wherever feasible, including city-owned and utility-provided pathways.

Where underground access is unavailable, aerial spans will be constructed within the private property of the Trailer City Park and to nearby neighborhoods through utility pole access secured under existing AT&T joint pole agreements.

Key Location Install Details:
•Police Station (Police Station Primary Hub):
oISP to bring new fiber into the New Hub to the existing rack oISP Installer will place a new EX4550, 32-port 1/10GbE SFP+ in the existing mounted cabinet and connect to the existing fiber
oISP Installer will place a new OLT
oISP Installer will place a new rack mount fiber patch panel oISP Installer will work with the network operations team to turn up and test units. •555 Santa Clara St (City Hall Primary Hub):
oISP Installer will work with network operations to assign core fiber connections •Field Work to be performed
oNew micro duct and Fiber optic cable installation along North Solano/Springs St and adjacent side streets
oConstruction of new underground conduit paths where existing conduit is unavailable
oPlacement of new vaults and handholes for access, slack storage, and future expansion
oUse of existing utility conduits and structures wherever feasible to reduce surface disruption
oAerial fiber placement using joint-use poles for select spans oSplicing of fiber at intermediate vaults and termination points oInstallation of fiber laterals to identified customer locations and anchor institutions oCross-connections to City Hall Hub (555 Santa Clara St) oFiber testing, labeling, and documentation of loss, continuity, and splice mapping oSubmission of GIS-based as-builts, splice records, and construction closeout materials
Bill of Materials – Trailer City Park Build:

Below are the materials required for this segment of the proposed build:

Last Mile Broadband Project Page 27
Expense Item Type of
Equipment Description Last Mile/Middle
Mile Cost
Network and
Access
Equipment
Other EX4550, 32-port 1/10GbE
SFP+
Last Mile $2,100.00
Network and
Access
Equipment
Other Cambium OLT Last Mile $20,000.00
Customer
Premise
Equipment
Other Customer CPE Last Mile $19,125.00
Materials Cable Customer Drops Last Mile $33,750.00
Materials Cable 288 ct Fiber- MM Middle Mile $38,997.00 Materials Cable 24ct Fiber- LM Last Mile $8,750.00
Materials Cable 72ct Fiber- LM Last Mile $6,750.00
Materials Other FOSC-B-450 Last Mile $2,700.00
Materials Other OFDC-12 Last Mile $7,700.00
Materials Other Micro Duct Last Mile $14,847.00
Totals: $ 132,619.00
Projected Labor – Trailer City Park Build:

Below are the estimated labor costs for this segment of the proposed build:

Expense Item Type of
Equipment Description
Last
Mile/Middle
Mile
Cost
Other N/A Engineering Costs Last Mile $20,150.00
Other Other Aerial Strand and Fiber and
drop placement
Last Mile $63,831.00
Other Other Aeriial Make Ready Last Mile $12,750.00
Other Other UG Road and Rope Middle Mile $19,247.00
Other Other UG Duct Placement Middle Mile $60,489.00
Other Other UG Cable Placement Middle Mile $56,870.00
Other Other UG Boreing Middle Mile $20,680.00
Other Other 17”x30” Vault Install Middle Mile $1,100.00 Other Other Splicing Last Mile $37,584.00
Other Other Customer Tech Installs Last Mile $28,125.00 Totals: $320,826.00

Last Mile Broadband Project Page 28
High Level Design – Trailer City Park Build:

Below is the initial High Level Design for the Project Area:

Last Mile Broadband Project Page 29

Last Mile Broadband Project Page 30
Total Project Costs:

The cost to install is based on time and materials. Each section will be invoiced as completed and once the deliverables outlined above have been turned over to the City of Vallejo’s designated personnel.

Section Location Material Cost Labor Cost Total Cost
#1434: Mare Island Build: $172,102.00 $463,806.00 $635,908.00 #1435: N Sonoma Blvd Build: $251,780.00 $762,542.00 $1,014,322.00 #1436: Porter To Seaport Build: $318,102.00 $1,362,228.00 $1,680,329.00 #1437: Trailer City Park Build: $154,719.00 $320,826.00 $475,545.00 TOTAL $3,806,104.00