Vallejo City Council
June 3, 2025

● Participates in staff development activities , including developing curriculum, providing training and evaluates

the

effectiveness

of

courses
● Provides follow-up coaching as needed to ensure implementation of best practices and policies and procedures
● Maintains confidentiality regarding patient health information and comply with all laws, including HIPAA requirements
● Other duties as assigned KNOWLEDGE AND SKILLS ● Strong leadership skills, with the ability to motivate and inspire a team ● Excellent written, verbal and interpersonal communication skills ● Knowledge of and commitment to harm reduction practices ● Requires knowledge of the ethnic, economic and social factors affecting the residents of the neighborhood

served

by

the

program
● Knowledge of community resources and services for individuals experiencing homelessness ● Skilled in de-escalation techniques, providing trauma informed care, and providing leadership during crises
● Strong organizational skills, with the ability to manage multiple priorities and deadlines ● Able to work in less structured situations, comfortable with ambiguity and willing to embrace and lead change

management

for

the

team
● Able to maintain focus on housing department goals and vision, while ensuring all details and day to day activities

necessary

to

meet

those

goals

are

addressed
● Knowledge of best practices in case management and homelessness services ● Competency in budget and personnel management, and computer competence required ● Advanced proficiency in Zoom, Microsoft Office, Google Workspace, and databases ● Able to maintain strict confidentiality and take all precautions when handling sensitive information EDUCATION AND WORK EXPERIENCE ● Bachelor’s Degree, or work equivalent work experience preferred ● At least 2 years of supervisory experience ● At least 3 years of experience working in a community-based setting serving ethnically diverse, low-income

individuals

● Experience working in a fast-paced environment with multiple demands and priorities ● Ability to navigate organizational structure and systems

PHYSICAL REQUIREMENTS ● To promote the health and safety of its employees, those we serve and our local communities, Five Keys requires

that

all

employees

must

be

fully
vaccinated with a booster against COVID-19 (if eligible or agree to

receive

a

booster

at

the

time

of

eligibility)

prior

to

employment. Employees may also request and
receive

approval

for

an

exemption

from

this

policy.

Exemptions

are

granted

to

accommodate

a

medical

condition

or

sincerely

held

religious

belief.
● Must wear provi ded PPE (Personal Protective Equipment) and adhere to all safety guidelines and requirements,

when

needed
● Occasional reaching with hands and arms ● Travel to multiple sites required ● Frequent and prolonged standi ng, walking, and sitting ● Ability to provide verbal instructions in emergency situations ● Moderate to extensive degree of physical and emotional stamina ● Long periods of walking, sitting at a desk and/or computer station ● Lifting items that weigh up to 40 lbs.; reaching, bending, carrying and stooping within the daily routine of tasks

and

activities
ADDITIONAL REQUIREMENTS This position is contingent upon: ● Submitting proof of clear TB results. Results dated within 60 days prior to hire date are acceptable WORK ENVIRONMENT ● Able to maintain strict confidentiality and take all precautions when handling sensitive information ● Travel to multiple sites in San Francisco and Oakland required on a weekly and sometimes daily basis ● Moderate to high noise level ● Work environment varies from site to site ● Some personal safety risk working in high-crisis environments GROWTH OPPORTUNITIES At Five Keys, we understand that when our employees grow, the agency has a greater capacity to thrive

and

accomplish

its

mission.

It

is

for

this

reason

that

we

remain

committed

to

providing

ongoing

professional

development

opportunities

for

all

of

our

employees.

These

include

but

are

not

limited

to:

conferences,

staff

development

training,

and

coaching

plans

that

allows

each

employee

to

grow

into

new positions within and across divisions agency-wide (i.e., charter schools, housing services, programs,

transitional

employment,

nonprofit

administration,

etc).

Employee Full Name: _____________________________________________________________

Employee Signature: ______________________________ Date: ___________________________

Job Description

SHIFT SUPERVISOR
Mission Statement
Through the use of social and restorative justice principles, Five Keys provides traditionally underserved communities the opportunity to improve their lives through a focus on the Five Keys: EDUCATION, EMPLOYMENT, RECOVERY, FAMILY, COMMUNITY.

Five Keys Overview
Five Keys is a nonprofit organization that operates an extensive network of programs across California. With a presence in 14 counties and over 120 locations, Five Keys focuses on various initiatives aimed at empowering individuals and families to overcome poverty and inequity. The organization's programs encompass a wide range of services, including public charter schools, restorative justice programs in jails and prisons, shelters, permanent supportive housing, and the development of new housing and support programs. At Five Keys, the overarching objective is to uplift individuals and families by providing them with essential resources. This includes education, housing, employment, and the necessary tools to sustain their progress. By offering these fundamental elements, the organization aims to create positive and lasting change in communities, making them better places for everyone.

Housing Services Overview - A Unique Opportunity
Five Keys Housing Services aims to provide a warm, thriving community of support and services tailored to the unique needs of unhoused individuals at our various sites. Our goals are to provide outstanding customer service to our guests; excellent training and support to our staff; and ensure a safe, welcoming and clean environment for each of our guests to call home as long as they are with us. Our housing sites are unique in their approach to our clients, emphasizing low barriers to entry and a flexible approach to rules and requirements. Our goal is to support people who are often unsuccessful in traditional shelter or housing settings.

Our Core Competencies
A well qualified candidate has the capacity to communicate effectively , collaborate with others while building positive relationships , demonstrates strong problem solving skills , has a dynamic lea rning mindset , and remains committed to a high level of cultural and social awareness. A successful candidate February 2025

will work well under pressure, observe appropriate boundaries and operate with a high degree of emotional intelligence .

What it’s really like to join our agency…
At Five Keys, culture matters. Culture is at the very core of everything we do and impact on a daily basis.

We’ve made a commitment to building an inclusive culture that seeks collaboration over hierarchy to create empowered work teams. We serve vulnerable populations daily and we strive to approach everyone with compassion, patience and a trauma informed approach. We choose to push past discomfort to have difficult conversations to impact the greater good. This allows us the opportunity to collaboratively create an inclusive culture and transform the world around us.

BENEFITS
We offer very low monthly costs for medical, dental, and vision insurance, along with generous time off! Various pre-tax flexible spending accounts and retirement account 403(b) are available. We provide annual reimbursements up to $100 towards gym membership, smoking cessation, and weight loss programs. Annual athletic event participation and annual massages are reimbursed up to $50. Other Company-paid benefits, including free wellness-related apps, an Employee Assistance Program, and a comprehensive mental health care platform, are available to you and your dependents.

JOB SUMMARY
The Shift Supervisor position reports to the Site Director or the Assistant Site Director and is accountable for overseeing a team of Ambassadors responsible for operational and participant services at Housing Sites. In collaboration with the site’s leadership, the Shift Supervisor makes key decisions related to site operations.

We are looking for someone who insists on maintaining a positive attitude and enjoys supporting a diverse group of people. This job is for you if you have a positive attitude, strong leadership skills and the experience and motivation to support the Five Keys mission. Additionally, you are prepared to create an environment of mutual respect and fairness, while encouraging creative and critical thinking through an equity lens. The right person will contribute to our appreciation of diversity and foster a climate of multicultural understanding.

Housing Sites are 24-hour operations and we reserve the right to change your schedule and/or work location when needed.

February 2025

JOB DUTIES AND RESPONSIBILITIES
● Drive positive change by guiding your team in adopting innovative solutions, promoting community engagement, and supporting our mission to end homelessness ● Coach team in de-escalating conflicts, fostering creative solutions, and building a strong sense of community
● Oversee day-to-day operations, including staffing, supervision, training, security, and community partnerships to ensure smooth functioning of the Housing Site ● Hire, schedule, and supervise a team of Ambassadors, providing ongoing training, mediation, and support ● Act as a key decision-maker in difficult situations related to guest services and operational matters, consulting with Directors when necessary
● Ensure a welcoming, safe, and healthful environment for all staff and participants ● Utilize de-escalation techniques to address incidents involving violence or threats, and mediate conflicts between guests and staff
● Develop and maintain positive relationships and work closely with city staff, partnering agencies, and nonprofit providers to ensure safety, security, and well-being for all staff and guests ● Create and maintain accurate records, including documenting shift activities, writing incident reports, reviewing and authorizing Denial of Service notices
● Ensure the fair enforcement of Housing Site rules
● Accurately maintain operations logs, statistical records, and computerized documentation in compliance with operational standards
● At all times, interact with participants, staff, and external agencies with honesty, respect, and professionalism
● Take immediate and appropriate action in response to all emergencies on-site, including overdoses, medical incidents, and other critical situations
● Ensure polite, professional, and customer-focused behavior when interacting with guests and staff at all times
● Consistently demonstrate ethical behavior and make honest decisions, even when unsupervised ● Make sound decisions by applying critical thinking to assess issues, gather relevant information, and identify root causes
● Take proactive steps to resolve problems with effective, solution-focused approaches February 2025

● As they arise, proactively report concerns to leadership, contribute to troubleshooting and problem-solving efforts
● Utilize strong understanding of social services and mental health resources to support low-income adults ● Manage day-to-day administrative tasks at the Housing Site ● Ensure all interactions with coworkers and guests are respectful and positive ● Other duties as assigned

KNOWLEDGE AND SKILLS
● Demonstrated ability to successfully lead diverse, multi-disciplinary teams using a participant-centered approach
● Highly proficient in operating under and guiding others in the harm reduction model ● Highly proficient de-escalation skills with the ability to support guests and staff through difficult conversations
● Ability to maintain strong professional boundaries with guests, as outlined in employment handbook regarding appropriate behavior
● Ability to work well with community partners and governmental agencies ● Ability to maintain an optimistic outlook, consistently uplifting coworkers and finding the positive aspects in people, situations, and events, even when faced with challenges ● Ability to work effectively with supervisors and directors to complete projects and contribute to the success of this high-intensity emergency response initiative
● Working knowledge and experience of shelter services and a full understanding of programmatic and participant needs
● Strong computer skills, with proficiency in Zoom, Microsoft Office, Google Workspace, and databases ● Strong knowledge of social services and mental health resources for low-income adults ● Able to maintain strict confidentiality and take all precautions when handling sensitive information

EDUCATION AND WORK EXPERIENCE
● High School Diploma or GED required, Associates Degree preferred ● A minimum of 2 years of previous supervisory experience preferred ● 1 to 2 years of experience working with at-risk populations and/or adults with multiple disabilities February 2025

PHYSICAL REQUIREMENTS
● Must wear provided PPE (Personal Protective Equipment) and adhere to all safety guidelines and requirements, when needed
● Occasional reaching with hands and arms
● Travel to multiple sites required
● Frequent and prolonged standing, walking, and sitting ● Long periods of walking, sitting at a desk and/or computer station ● Lifting items that weigh up to 25 lbs.; reaching, bending, carrying and stooping within the daily routine of tasks and activities

ADDITIONAL REQUIREMENTS
This position is contingent upon:
● Submitting proof of clear TB results. Results dated within 60 days prior to hire date are acceptable

WORK ENVIRONMENT
● Moderate to high noise level
● Work environment varies from site to site
● Some personal safety risk working in high-crisis environments

GROWTH OPPORTUNITIES
At Five Keys, we understand that when our employees grow, the agency has a greater capacity to thrive and accomplish its mission. It is for this reason that we remain committed to providing ongoing professional development opportunities for all of our employees. These include but are not limited to: conferences, staff development training, and coaching plans that allow incumbents to grow into new positions within and across programs within the agency-wide (i.e., charter schools, housing services, programs, transitional employment, nonprofit administration, etc).

Employee Full Name: _________________________________________________________ February 2025

Employee Signature: _________________________ Date: ___________________________ February 2025

Job Description
Maintenance and Repair Technician
Mission Statement
Through the use of social and restorative justice principles, Five Keys provides traditionally underserved communities the opportunity to improve their lives through a focus on the Five Keys: EDUCATION, EMPLOYMENT, RECOVERY, FAMILY, COMMUNITY.

Five Keys Overview
Five Keys was founded in 2003 by the San Francisco Sheriff’s Department as the first accredited charter high school in the nation to provide diploma programs for adults in county jails. Today we are a much different social justice non-profit agency that has expanded its charter schools into 9 counties, in 24 jail locations and over 80 community learning centers. In addition to our schools, now we also run multiple homeless shelters, employment programs, programs for the unsheltered, reentry programs and housing for women suffering from immense injustice.

Our Core Competencies
A well qualified candidate has the capacity to communicate effectively , collaborate with others while building positive relationships , demonstrates strong problem solving skills , has a dynamic learning mindset , and remains committed to a high level of cultural and social awareness. A successful candidate will work well under pressure, observe appropriate boundaries and operate with a high degree of emotional intelligence .

What it’s really like to join our agency…
At Five Keys, culture matters. Culture is at the very core of everything we do and impact on a daily basis.

We’ve made a commitment to building an inclusive culture that seeks collaboration over hierarchy to create empowered work teams.

We serve vulnerable populations daily and we strive to approach everyone with compassion, patience and a trauma informed approach. We choose to push past discomfort to have difficult conversations to impact the greater good. This allows us the opportunity to collaboratively create an inclusive culture and transform the world around us.

May 2022 (V2)

BENEFITS
We offer very low monthly costs for medical insurance - deductible and all in-network, out-of-pocket expenses paid for by Five Keys! Dental, vision and life insurance premiums paid by Five Keys and various pre-tax flexible spending accounts and retirement account 403b. Generous time off. Annual reimbursement up to $100 towards gym membership, smoking cessation and weight loss programs. Annual reimbursement up to $50 towards annual athletic event participation and annual massage after 6 months of employment. FREE access to wellness-related apps, Employee Assistance Program and Talkspace online therapy for you and your dependents.

JOB SUMMARY
The Maintenance and Repair Technician is a full-time skilled position requiring experience in the residential building maintenance trade. This may include experience with carpentry, drywall, minor electrical & plumbing, painting, and assessing problems with and HVAC systems. This position requires the ability to analyze problems, develop a course of repair and follow through to completion while maintaining professional standards of quality and attention to cost. May require some on-call emergency work.

JOB DUTIES AND RESPONSIBILITIES
● Work with Facilities Manager to create a survey and maintenance schedule for Five Keys facilities and other locations as assigned .
● Survey Five Keys facilities for safety, state of repair, cleanliness, and possible upgrades on a regular basis, and as often as necessary to keep facilities functional and safe at all times ● Complete Facilities Status Reports, logging the status of each facility visited, including required repairs ● Perform all scheduled maintenance items on a regular basis, and as often necessary to keep the facility in proper repair
● Perform all necessary repairs that do not require outside professional contractors ● Perform all building improvements as requested by management that do not require outside professional contractors
● Perform all tasks and repairs in a timely fashion, and communicate to the Facilities Manager all problems or issues that continue to require attention
May 2022 (V2)

● Fill out a Repairs Log for each item identified for repairs, including: date repair is noticed, notes on repair, requirements for repair including parts or professionals required, date repair complete, other recommendations about this issue
● Where outside professional contractors are required, locate, evaluate, schedule, and approve the work of those contractors in cooperation with the Facilities Manager ● Complete all required documentation, tracking, form submissions, etc, as requested by Facilities Manager ● Track and report any expenditures and reimbursements through Five Keys standardized reimbursement and financial tracking systems
● Other duties as assigned

KNOWLEDGE AND SKILLS
● Willingness to do basic tasks such as cleaning
● Proven ability to complete work safely and keep a safe working environment for yourself and other employees
● Must be computer literate
● Must have excellent verbal communication skills
● Possess a strong knowledge of social services; as well as mental health resources for low-income adults ● Must be excellent at charting, record-keeping, and assist in the development of a community resource list/file
● Must be able to work as part of a multidisciplinary team and be sensitive to a diverse participant and staff population

EDUCATION AND WORK EXPERIENCE
● Prior work with people dealing with mental health, disabilities, or substance abuse issues is preferred. ● Building repair experience and competencies: (5+ years) painting, drywall, doors and windows, lights and basic understanding of electrical systems, working with wood and metal, familiarity with fixtures and building hardware, change fluorescent lightbulbs, floors and carpets, mounting of televisions and audiovisual systems, etc. Can do basic and certain advanced repairs on facilities without excessive assistance or instruction
● Familiarity with the tools and equipment common to building maintenance and repair (5+ years’ experience with tools, building, repairs, etc)
May 2022 (V2)

● Experience working with contractors and subcontractor on building projects (2+ years working with various building contractors)
● Experience with fabrication of parts and builders who fabricate parts ● General knowledge of building maintenance and repair project management (2+ years’ experience with project management of building repairs and maintenance)

PHYSICAL REQUIREMENTS
● To promote the health and safety of its employees, those we serve and our local communities, Five Keys requires that all employees must be fully vaccinated against COVID-19 and/or adhere to all weekly testing and safety measures. Employees may also request and receive approval for an exemption from this policy.

Exemptions are granted to accommodate a medical condition or sincerely held religious belief. ● Must wear provided PPE (Personal Protective Equipment) and adhere to all safety guidelines and requirements, when needed
● Moving equipment weighing up to 50 pounds; reaching, bending, carrying and stooping within the daily routine of tasks and activities
● Moderate to extensive degree of physical and emotional stamina ● Ability to climb ladders; work with chemicals and potentially dangerous equipment safely. ● Position requires ability to walk, stand, lift, reach, bend, squat, kneel and crawl for extended periods of time.
● Frequent talking and hearing conversations
● Occasional reaching with hands and arms
● Ability to follow oral directions in emergency situations ● Travel to multiple sites required
● Must be able to move from place to place

ADDITIONAL REQUIREMENTS
This position is contingent upon:
● Satisfactory results of a Live Scan (criminal background investigation) ● Successfully obtaining jail clearance for positions working in county jails or probation locations ● Submitting proof of clear TB results. Results dated within 60 days prior to hire date are acceptable May 2022 (V2)

WORK ENVIRONMENT
● Moderate to high noise level
● Work environment varies from site to site
● Must be willing and able to work in a correctional facility and travel throughout the area to community sites ● Some personal safety risk working in underserved communities

GROWTH OPPORTUNITIES
At Five Keys, we understand that when our employees grow, the agency has a greater capacity to thrive and accomplish its mission. It is for this reason that we remain committed to providing ongoing professional development opportunities for all of our employees. These include but are not limited to: conferences, staff development training, and coaching plans that allow incumbents to grow into new positions within and across programs within the agency (i.e., programs, schools, housing).

Employee Full Name: _____________________________________________________________ Employee Signature: ______________________________ Date: ___________________________ May 2022 (V2)

Job Description
Intake and Resource Coordinator
Mission Statement
Through the use of social and restorative justice principles, Five Keys provides traditionally underserved communities the opportunity to improve their lives through a focus on the Five Keys: EDUCATION, EMPLOYMENT, RECOVERY, FAMILY, COMMUNITY.

Five Keys Overview
Five Keys is a nonprofit organization that operates an extensive network of programs across California. With a presence in 14 counties and over 120 locations, Five Keys focuses on various initiatives aimed at empowering individuals and families to overcome poverty and inequity. The organization's programs encompass a wide range of services, including public charter schools, restorative justice programs in jails and prisons, shelters, permanent supportive housing, and the development of new housing and support programs. At Five Keys, the overarching objective is to uplift individuals and families by providing them with essential resources. This includes education, housing, employment, and the necessary tools to sustain their progress. By offering these fundamental elements, the organization aims to create positive and lasting change in communities, making them better places for everyone.

Housing Services Overview - A Unique Opportunity
Five Keys Housing Services aims to provide a warm, thriving community of support and services tailored to the unique needs of unhoused individuals at our various sites. Our goals are to provide outstanding customer service to our guests; excellent training and support to our staff; and ensure a safe, welcoming and clean environment for each of our guests to call home as long as they are with us. Our housing sites are unique in their approach to our clients, emphasizing low barriers to entry and a flexible approach to rules and requirements. Our goal is to support people who are often unsuccessful in traditional shelter or housing settings.

Our Core Competencies
A well qualified candidate has the capacity to communicate effectively , collaborate with others while building positive relationships , demonstrates strong problem solving skills , has a dynamic lea rning mindset , and remains committed to a high level of cultural and social awareness. A successful candidate May 2025 (V4)

will work well under pressure, observe appropriate boundaries and operate with a high degree of emotional intelligence .

What it’s really like to join our agency…
At Five Keys, culture matters. Culture is at the very core of everything we do and impact on a daily basis.

We’ve made a commitment to building an inclusive culture that seeks collaboration over hierarchy to create empowered work teams. We serve vulnerable populations daily and we strive to approach everyone with compassion, patience and a trauma informed approach. We choose to push past discomfort to have difficult conversations to impact the greater good. This allows us the opportunity to collaboratively create an inclusive culture and transform the world around us.

BENEFITS
We offer very low monthly costs for medical, dental, and vision insurance, along with generous time off! Various pre-tax flexible spending accounts and retirement account 403(b) are available. We provide annual reimbursements up to $100 towards gym membership, smoking cessation, and weight loss programs. Annual athletic event participation and annual massages are reimbursed up to $50. Other Company-paid benefits, including free wellness-related apps, an Employee Assistance Program, and a comprehensive mental health care platform, are available to you and your dependents.

We provide annual reimbursements up to $100 towards gym membership, smoking cessation, and weight loss programs. Annual athletic event participation and annual massages are reimbursed up to $50. Other Company-paid benefits, including free wellness-related apps, an Employee Assistance Program, and a comprehensive mental health care platform, are available to you and your dependents.

JOB SUMMARY
The Intake and Resource Coordinator reports to the Site Director and is accountable for managing and maintaining accurate information across all databases and tracking systems, and assisting with monthly reporting. This position plays a vital role in supporting the daily operations of the shelter by serving as a primary point of contact for clients, staff, and partner agencies.

Working closely with the care coordination team, the Intake and Resource Coordinator ensures all intake documentation is complete, site rosters are accurate, and program data is up to date. This role requires a May 2025 (V4)

strong focus on organization, attention to detail, and a commitment to providing excellent customer service to internal teams and external partners.

We are looking for someone who insists on maintaining a positive attitude and enjoys supporting a diverse group of people. This job is for you if you are proactive, detail-oriented, and thrive in a diverse, fast-paced environment. A positive attitude, strong communication skills, and the ability to work both independently and collaboratively are essential for success in this role.

JOB DUTIES AND RESPONSIBILITIES
Job duties may vary from site to site but will include the following ● Create a welcoming and supportive environment by warmly greeting all clients, visitors, and staff upon arrival.
● Respond, answer, screen, and route phone calls professionally and promptly; perform general administrative support tasks to ensure smooth shelter operations ● Attend in daily shift change meetings, communicating all issues and concerns as needed ● Provide administrative support to staff across departments, ensuring clear and effective communication between teams
● Maintain and regularly update site paperwork, forms, and signage throughout the facility. ● Manage and verify daily sign-in/sign-out logs for clients, staff, and visitors to ensure accurate attendance, enrollment status, and on-site accountability for security and reporting purposes ● Ensure accurate and timely tracking of all client entries and exits in both physical rosters and digital systems
● Attend and participate in all staff assigned training ● Enter and update client information, including status, behavioral incidents, intake data, and site rosters across multiple databases
● Collaborate with the care coordination team to complete all intake packets and maintain current and accurate tracking of client information
● Create incentive program for clients
● Fulfill client requests for clothing, hygiene supplies, and other basic needs ● Collaborate and coordinate client groups, events and activities with external partners and providers May 2025 (V4)

● Provide daily operational support to Directors, Assistant Directors, Supervisors, Care Coordinators, and external partners such as Coordinated Entry, HCSA, HSH and DPH ● Encourage clients to engage in groups, activities, events, and services through outreach ● Create and maintain client activity/group/event calendar ● Coordinate reasonable accommodations for clients, including bed changes, ADA requests, and mattress or pillow replacements
● Monitor client attendance and shelter utilization to ensure compliance with 48-hour stay policies ● Wash, dry, and fold house linens to prepare bed rolls for incoming guests ● Create, propose, and facilitate groups, workshops, on-site clinics, and client meetings ● Maintain organized and up-to-date guest files, including wellness rosters, shift documentation, and case notes
● Manage the registration and tracking of guest belongings, including pets, bicycles, and personal items stored in secured areas (e.g., weapons room)
● Create and maintain guest lock combinations and ensure secure storage practices ● Receive, log, assign, and distribute guest mail and packages and handle returns as needed ● Assist in preparing monthly and ad hoc reports as requested by leadership ● Act as a liaison between staff and clients regarding operational issues or concerns ● Perform other duties as assigned to support the shelter’s mission and daily operations ● Other duties as assigned

KNOWLEDGE AND SKILLS
● Strong organizational skills and attention to detail ● Ability to maintain a positive, professional attitude and a strong commitment to supporting and engaging with individuals from diverse backgrounds including partners, guests, and staff ● Proficient in customer service, particularly when interacting with partner agencies ● Ability to interpret data and create complex spreadsheets. ● Proficiency in use of Zoom, Microsoft Office, Google Workspace, databases and multi line phone systems ● Willingness and ability to grow professionally, be accountable, and expand skills ● Demonstrated ability to quickly acquire new skills and adapt effectively in dynamic, fast-paced environments
● Ability to address questions and concerns with tact and professionalism, while maintaining appropriate boundaries and strict confidentiality
May 2025 (V4)

● Knowledge of appropriate precautions when handling sensitive information ● Exceptional written communication skills with the ability to express complex ideas with clarity and precision ● Ability to work effectively, efficiently, and independently, with high levels of self-accountability

EDUCATION AND WORK EXPERIENCE
● High school diploma or GED
● Prior work with people dealing with homelessness, mental health, disabilities, or substance abuse issues is preferred

PHYSICAL REQUIREMENTS
● Must wear provided PPE (Personal Protective Equipment) and adhere to all safety guidelines and requirements, when needed
● Frequent reaching with hands and arms
● Travel to multiple sites required
● Frequent and prolonged standing, walking, and sitting ● Long periods of walking, sitting at a desk and/or computer station ● Lifting items that weigh up to 25 lbs.; reaching, bending, carrying and stooping within the daily routine of tasks and activities

ADDITIONAL REQUIREMENTS
This position is contingent upon:
● Submitting proof of clear TB results. Results dated within 60 days prior to hire date are acceptable

WORK ENVIRONMENT
● Moderate to high noise level
● Work environment varies from site to site
● Some personal safety risk working in high-crisis environments

GROWTH OPPORTUNITIES
At Five Keys, we understand that when our employees grow, the agency has a greater capacity to thrive and accomplish its mission. It is for this reason that we remain committed to providing ongoing professional development opportunities for all of our employees. These include but are not limited to: conferences, staff May 2025 (V4)

development training, and coaching plans that allow incumbents to grow into new positions within and across programs within the agency-wide (i.e., charter schools, housing services, programs, transitional employment, nonprofit administration, etc).

Employee Full Name: _________________________________________________________ Employee Signature: _________________________ Date: ___________________________ May 2025 (V4)

Job Description JanitorMission Statement Through the use of social and restorative justice principles, Five Keys provides traditionally underserved communities the opportunity to improve their lives through a focus on the Five Keys: EDUCATION, EMPLOYMENT, RECOVERY, FAMILY, COMMUNITY.Five Keys OverviewFive Keys was founded in 2003 by the San Francisco Sheriff’s Department as the first accredited charter high school in the nation to provide diploma programs for adults in county jails. Today we are a much different social justice non-profit agency that has expanded its charter schools into 9 counties, in 24 jail locations and over 80 community learning centers. In addition to our schools, now we also run multiple homeless shelters, employment programs, programs for the unsheltered, reentry programs and housing for women suffering from immense injustice. Housing Services Overview - a unique opportunity Five Keys Housing Services aims to provide a warm, thriving community of support and services tailored to the unique needs of unhoused individuals at our various sites. Our goals are to provide outstanding customer service to our guests; excellent training and support to our staff; and ensure a safe, welcoming and clean environment for each of our guests to call home as long as they are with us. Our housing sites are unique in their approach to our clients, emphasizing low barriers to entry and a flexible approach to rules and requirements. Our goal is to support people who are often unsuccessful in traditional shelter or housing settings. Our Core CompetenciesA well-qualified candidate has the capacity to communicate effectively, collaborate with others while building positive relationships, demonstrates strong problem solving skills, has a dynamic learning mindset, and remains committed to a high level of cultural and social awareness.What it’s really like to join our agency…At Five Keys, culture matters. Culture is at the very core of everything we do and impact on a daily basis. We’ve made a commitment to building an inclusive culture that seeks collaboration over hierarchy to create empowered work teams.

We serve vulnerable populations daily and we strive to approach everyone with compassion, patience and a trauma informed approach. We choose to push past discomfort to have difficult conversations to impact the greater good. This allows us the opportunity to collaboratively create an inclusive culture and transform the world around us.BENEFITSWe offer very low monthly costs for medical insurance - deductible and all in-network, out-of-pocket expenses paid for by Five Keys! Dental, vision and life insurance premiums paid by Five Keys and various pre-tax flexible spending accounts and retirement account 403b. Generous time off. Annual reimbursement up to $100 towards gym membership, smoking cessation and weight loss programs. Annual reimbursement up to $50 towards annual athletic event participation and annual massage after 6 months of employment. FREE access to wellness-related apps, Employee Assistance Program and Talkspace online therapy for you and your dependents.JOB SUMMARYThe Janitor position reports to Site Directors and is accountable for maintenance throughout the facilities and completing janitorial routine tasks that contribute to the ongoing maintenance and upkeep of the buildings and the facility. We are looking for someone who insists on maintaining a positive attitude and enjoys supporting a diverse group of people.JOB DUTIES AND RESPONSIBILITIESInspecting the facilities to maintain security and program complianceMaintaining the Navigation Center Janitor log according to procedurePerforming all duties within the parameters of Navigation Center Policy and Procedures as well as the legislated Standards of Care policiesAssisting Navigation Center volunteers and visitors by providing a warm welcoming atmosphereCompleting and submitting maintenance requests to the Assistant Director of Operations regarding failed equipment and needed repairsResponding to all participant requests and questions in a professional and courteous mannerImmediately reporting any problems to the Navigation Center Shelter Supervisor and Assistant Director of Operations in accordance with Navigation Center policies and proceduresIn collaboration with the Assistant Director of Operations and Shelter Supervisor overseeing Center operations ensuring a safe environment for staff and participantsThe Janitor will ensure that security policies and measures are consistently implemented and

adhered to in collaboration with security staff when they are on-dutyAttending and participating in the daily Shift Change Meetings communicating all issues and concerns to staff coming on the next shiftMaintaining a clean and healthy environment for participants including the stripping of beds, clearing of lockers, and sleeping areas as assignedAt the end of every shift, ensuring paperwork is complete and work space is cleaned and organizedRefer participants to Navigation Center Care Management staff and communicate any concerns or issues related to that participantCommit to attending all staff meetings and trainings even when outside of regular work hoursOn a daily basis clean all interior and exterior spaces at the Center to include: office spaces, reception area, bathrooms, showers, participant laundry area, sleeping units, dining room/community hall, participant property rooms and the exterior of the buildingsClean the bathroom and showers every hour during the day and swing shiftsSpray mattresses and sleeping areas with disinfectant spray when beds are stripped on laundry dayMaintain cleaning supplies and inform the Assistant Director of Operations when it is time to order new cleaning supplies●Other duties as assignedKNOWLEDGE AND SKILLSWorking knowledge and experience of Navigation Center project planning and implementationCritical thinking and problem solvingExcellent decision-making and leadership capabilitiesCollaborative work style, initiative and flexibilityCommitment to Five Keys’ mission and to its organizational valuesEDUCATION AND WORK EXPERIENCEThe successful candidate must hold either a High School Diploma or a GED equivalent or working toward a diplomaMust have excellent verbal communication skillsBe committed to the mission of The Navigation Centers and Five Keys Schools and Programs and possess a working knowledge of and sensitivity to individuals with substance abuse and/or mental health issues such as: PTSD, psychosis, borderline behaviors, bi-polar, etc. Will maintain professional, respectful, honest interactions with participants, staff and outside agencies

Must be able to work as part of a multidisciplinary team and be sensitive to a diverse participant and staff populationPHYSICAL REQUIREMENTS To promote the health and safety of its employees, those we serve and our local communities, Five Keys requires that all employees must be fully vaccinated against COVID-19 and/or adhere to all weekly testing and safety measures. Employees may also request and receive approval for an exemption from this policy. Exemptions are granted to accommodate a medical condition or sincerely held religious belief. Must wear provided PPE (Personal Protective Equipment) and adhere to all safety guidelines and requirements, when neededFrequent and prolonged standing, walking, and sittingFrequent talking and hearing conversationsOccasional reaching with hands and armsAbility to follow oral directions in emergency situationsLifting items that weigh up to 40 lbs.; reaching, bending, carrying and stooping within the daily routine of tasks and activitiesMust be able to move from place to place Will honor and abide by Five Keys and regulations, including confidentialityADDITIONAL REQUIREMENTSThis position is contingent upon: Submitting proof of clear TB results. Results dated within 60 days prior to hire date are acceptableWORK ENVIRONMENTModerate to high noise levelWork environment varies from site to siteSome personal safety risk working in underserved communitiesGROWTH OPPORTUNITIESAt Five Keys, we understand that when our employees grow, the agency has a greater capacity to thrive and accomplish its mission. It is for this reason that we remain committed to providing ongoing professional development opportunities for all of our employees. These include but are not limited to: conferences, staff development training, and coaching plans that allow incumbents to grow into new

positions within and across programs within the agency-wide (i.e., charter schools, housing services, programs, transitional employment, nonprofit administration, etc).Employee Full Name: _____________________________________________________________Employee Signature: ______________________________ Date: ___________________________

Exhibit B
Budget

VALLEJO NAVIGATION CENTER

FIVE KEYS PROJECT BUDGET
Annual Full
Time Salary FTE
Year 1
Amount
Year 2
Amount
TOTAL
BUDGET Leveraged
Request from
NAV Center Budget Justification (Narrative)

PERSONNEL/STAFFING
EXPENSES Yr1+Yr2
1 Director of Housing Services $154,000.00 0.05 $7,700.00 $7,700.00 $15,400.00 $15,400 $0.00 2 Deputy Director of Housing Services $135,000.00 0.07 $9,450.00 $9,450.00 $18,900.00 $18,900 $0.00 3 Director of Housing Operations $111,000.00 0.05 $5,550.00 $5,550.00 $11,100.00 $11,100 $0.00 4 Director of Training & Guest Services $98,000.00 0.05 $4,900.00 $4,900.00 $9,800.00 $9,800 $0.00 5 Director of Strategic Leadership
Development/Training $153,750.00 0.00 $0.00 $0.00 $0.00 $0.00 6 Assistant Director of Care
Coordination $84,500.00 0.05 $4,225.00 $4,225.00 $8,450.00 $8,450 $0.00 7 Site Director $80,000.00 1.00 $80,000.00 $80,000.00 $160,000.00 $160,000.00 8 Care Coordinator Supervisor $74,500.00 1.00 $74,500.00 $74,500.00 $149,000.00 $149,000.00 9 Care Coordinators $66,040.00 2.00 $132,080.00 $132,080.00 $264,160.00 $264,160.00 Ratio of 1:25
(Case Manager to Guests)
10 Care Coordinator (post-placement) $66,040.00 $0.00 $0.00 $0.00 $0.00 11 Intake and Resource/Activities
Coordinator $53,040.00 1.00 $53,040.00 $53,040.00 $106,080.00 $106,080.00 12 Activities Coordinator $57,720.00 0.00 $0.00 $0.00 $0.00 $0.00 13 Supervisor $62,920.00 4.20 $264,264.00 $264,264.00 $528,528.00 $528,528.00 14 Ambassadors $48,880.00 18.00 $879,840.00 $879,840.00 $1,759,680.00 $1,759,680.00 Ratio 1:21 (5 Ambassadors per shift) 15 Maintenance Technician $54,080.00 0.25 $13,520.00 $13,520.00 $27,040.00 $27,040.00 16 Janitor $48,880.00 4.20 $205,296.00 $205,296.00 $410,592.00 $410,592.00 $1,734,365.00 $1,734,365.00 $3,468,730.00 $63,650.00 $3,405,080.00 $659,058.70 $659,058.70 $1,318,117.40 $296,593 $1,021,524 Leverage 8% -- reducing Fringe to 30% $2,393,423.70 $2,393,423.70 $4,786,847.40 $360,243.40 $4,426,604.00 NON-PERSONNEL EXPENSES Year 1 Year 2 Yr1+Yr2
Staff Training $5,000.00 $5,000.00 $10,000.00 $10,000.00 Insurance $10,000.00 $10,000.00 $20,000.00 $20,000.00
Utilities (Elec, Water/Sewer, Gas,
Trash)
$180,000.00 $180,000.00 $360,000.00 $360,000.00
TBD per site realities
Electricity: $8000/month
Water/Sewer: $4500/month
Gas: $1000/month
Trash: $1500/month
Cable/Wifi Service --- possible grant
collaboration
$0.00 $0.00 $0.00 $0.00
Internet: $175/month
Cable: $125/month
Phone Service (landline)
$18,000.00 $18,000.00 $36,000.00 $36,000.00
TBD per site realities
$1500/mo (per: Bayshore Nav Center)
Cell Phone Service $24,000.00 $24,000.00 $48,000.00 $48,000 $0.00 $25/month x 8 plans Building Maintenance Supplies and
Repair
$27,000.00 $27,000.00 $54,000.00 $54,000.00
all property and equipment repairs, Fire
Monitoring Service @1K/mo; Garden
maintenance, structural repairs.

Pest Control $15,000.00 $15,000.00 $30,000.00 $30,000.00 Cleaning & Janitorial Supplies $15,000.00 $15,000.00 $30,000.00 $30,000.00 Uniforms, WalkieTalkies Copy Machine; Printing and
Reproduction
$3,600.00 $3,600.00 $7,200.00 $7,200.00
Office Supplies $8,450.00 $8,450.00 $16,900.00 $16,900.00 Apricot 360 subscription add-on
$1,500.00 $1,500.00 $3,000.00 $3,000 $0.00
$300/license/case manager/ supervisors, site
director and intake
Subtotal, Personnel
TOTAL Personnel+Benefits (DIRECT)
Fringe Benefits (38% of Personnel)

Staff Supplies $12,250.00 $12,250.00 $24,500.00 $24,500.00 Staff Travel $0.00 $0.00 $0.00 $0.00 indirect
Recruitment Costs $0.00 $0.00 $0.00 $0.00 indirect
Translation Services $1,200.00 $1,200.00 $2,400.00 $2,400.00 Guest Meals and Snacks
$593,125.00 $593,125.00 $1,186,250.00 $1,186,250.00
Fee-for-Service Caterer(1mealsx365
days/yr@avg.$8) (1 mealsx365
days/yr@avg.$5)
Guest Supplies
$57,000.00 $57,000.00 $114,000.00 $114,000.00
clothing basics, toiletries, pet supplies, locks
for storage boxes, 30/bed x 125 x 3 sets
Guest Laundry
$16,800.00 $16,800.00 $33,600.00 $33,600.00
$350/unit/month
(presumes 4 combo-units total)
Guest Transportation $6,000.00 $6,000.00 $12,000.00 $12,000.00 Passes, tokens, rideshares $993,925.00 $993,925.00 $1,987,850.00 $51,000.00 $1,936,850.00 $3,387,348.70 $3,387,348.70 $6,774,697.40 $411,243.40 $6,363,454.00

OTHER COSTS
Year 1
Amount
Year 2
Amount Yr1+Yr2
$3,387,348.70 $3,387,348.70 $6,774,697.40 $411,243.40 $6,363,454.00 $508,102.31 $508,102.31 $1,016,204.61 $379,859 $636,345 Leverage 5% - NAV center charged at 10%
Indirect
$3,895,451.01 $3,895,451.01 $7,790,902.01 ######### $6,999,799.40 Start Up Costs
Year 1
Amount
Year 2
Amount Yr1+Yr2
Start Up Costs: Furniture
$10,000.00 $0.00 $10,000.00 $10,000.00
TBD per site realities
( furnishings not provided by City)
Start Up Costs: Computers, Printers,
and Peripheral Equipment, Paycom
timeclock $20,000.00 $0.00 $20,000.00 $20,000.00
Start-up Guest Linen $11,250.00 $0.00 $11,250.00 $11,250.00 $300/bed corrected to 30/bed x 3 for start up Stipends $0.00 $0.00 $0.00 $0.00
TOTAL START UP COSTS $41,250.00 $0.00 $41,250.00 $41,250.00 $3,936,701.01 $3,895,451.01 $7,832,152.01 ######### $7,041,049.40

TOTAL ANNUAL PROJECT BUDGET
TOTAL ANNUAL PROJECT BUDGET + START-

INDIRECT/OVERHEAD
15% of Direct Expenses*
TOTAL DIRECT + OTHER COSTS)

TOTAL DIRECT EXPENSES
TOTAL Non-Personnel (DIRECT)

INVOICE
Remit to Address:

Five Keys Schools and ProgramsAttn: Steve Good, Accounts Receivable 320 13th StreetOakland, CA 94612
Bill To: Program Name: VallejoNavigation Center
Contract Period : 7/1/2025 -6/30/26Fairmont Medical Respite Services FTE ApprovedBudget July 2025Billed to DateUnexpendedBalance Subtotal, Required Staffing Expenses $2,213,302.00$183,329.03$183,329.03$1,846,643.94 Subtotal, Operating/Administrative Expenses $968,425.00$51,166.00$51,166.00$917,259.00 Subtotal, Capital Expenses $3,181,727.00$262,495.03$262,495.03$2,656,736.94 Total Staffing, Operating/Administrative, Capital Expenses and IndirectCost $6,681,626.70$529,819.36$529,819.36$5,621,987.98 Subtotal, Start-Up Expenses $41,250.00$28,000.00 $0.00 $13,250.00 TOTAL AMOUNT DUE:

Invoice Date: 8/15/2025InvoiceNumber:InvoicePeriod: July 2025 STAFFING EXPENSES (Salary + Benefits)Description

OPERATING / ADMINISTRATIVE EXPENSES
TOTAL DIRECT + OTHER COSTSDescription
START-UP EXPENSESDescription
Grand Totals, Project Costs $6,722,876.70$557,819.36$529,819.36$5,635,237.98 Site Director 1.00 $80,000.00 $6,667.00 $6,667.00 $66,666.00Care Coordinator Supervisor 1.00 $74,500.00 $6,208.00 $6,208.00 $62,084.00Care Coordinators 2.00 $132,080.00 $11,006.00 $11,006.00 $110,068.00Intake and Resource/Activities Coordinator 1.00 $53,040.00 $4,420.00 $4,420.00 $44,200.00Supervisor 4.20 $264,264.00 $22,000.00 $22,000.00 $220,264.00Ambassadors 18.00 $879,840.00 $73,320.00 $73,320.00 $733,200.00Maintenance Technician 0.25 $13,520.00 $293.33 $293.33 $12,933.34Janitor 4.20 $205,296.00 $17,108.00 $17,108.00 $171,080.00 $510,762.00 $42,306.70 $42,306.70
$0.00 $0.00$0.00 $0.00$11,000.00 $11,000.00$0.00 $0.00$1,500.00 $1,500.00$583.00 $583.00$330.00 $330.00$1,000.00 $1,000.00$365.00 $365.00$2,500.00 $2,500.00$3,500.00 $3,500.00$0.00 $0.00$24,713.00 $24,713.00$4,800.00 $4,800.00$650.00 $650.00$225.00 $225.00 $262,495.03 $262,495.03
$32,829.30
Start Up Costs: Furniture $10,000.00 $6,000.00 $6,000.00 $4,000.00Start Up Costs: Computers, Printers, and Peripheral Equipment, Paycom timeclock $20,000.00 $17,000.00 $17,000.00 $3,000.00Start-up Guest Linen $11,250.00 $5,000.00 $5,000.00 $6,250.00Stipends $0.00 Fringe Benefits @ 38% $426,148.60
Staff Training $5,000.00 $5,000.00
Insurance $10,000.00 $10,000.00
Utilities (Elec, Water/Sewer, Gas, Trash) $180,000.00 $169,000.00 Cable/Wifi Service --- possible grant collaboration $0.00 $0.00 Phone Service (landline) $18,000.00 $16,500.00
Building Maintenance Supplies and Repair $27,000.00 $26,417.00 Pest Control $15,000.00 $14,670.00
Cleaning & Janitorial Supplies $15,000.00 $14,000.00
Copy Machine; Printing and Reproduction $3,600.00 $3,235.00 Office Supplies $8,450.00 $5,950.00
Staff Supplies $12,250.00 $8,750.00
Translation Services $1,200.00 $1,200.00
Guest Meals and Snacks $593,125.00 $568,412.00
Guest Supplies $57,000.00 $52,200.00
Guest Laundry $16,800.00 $16,150.00
Guest Transportation $6,000.00 $5,775.00
TOTAL DIRECT + OTHER COSTS(Personnel + Non-Personnel + Other Costs) $3,181,727.00 $2,656,736.94 INDIRECT/OVERHEAD10% of Direct Expenses*(Direct Expenses = Personnel + Non- Personnel) $318,172.70$32,829.30 $252,514.09
Authorized by:Signature & Title of Authorized Agent Date:
$557,819.36

Five Keys Schools And Programs Invoice
July 2025Vallejo Navigation Center 25-26
Total Invoice Amount$285,944.53Indirect FeeSalaryFringeOperatingStart Up Costs $23,449.50$141,022.33$42,306.70$51,166.00$28,000.00
Indirect Fee CalculationsIndirect PercentageCategory ExpenseCategory Indirect0.00% Zero Indirect15.00% General Indirect Fee Indirect Total $0.00
$0.00 $0.00$0.00 $0.00
Summary by Expense Type Expense Detail
Budget Item #Expense ItemCatergorySubtotal Date ofTransactionTotal Cost Vendor Name ofCompany we paid, or"Salary" if this is salaryor fringe Description of PurchaseExpense Type Expense CodeExpenseCategoryIndirect FeeCategory 01 Site Director 7/31/2025
02 Care CoordinatorSupervisor 7/31/2025
03 Care Coordinators 7/31/2025
04 Intake andResource/ActivitiesCoordinator
05 Activities Coordinator 7/31/2025
06 Supervisor 7/31/2025
07 Ambassadors 7/31/2025
08 MaintenanceTechnician 7/31/202509 Janitor 7/31/2025
10 Fringe Benefits @30%
11 Staff Training
12 Insurance
13 Utilities (Elec,Water/Sewer, Gas,Trash)
14 Cable/Wifi Service ---possible grantcollaboration
15 Phone Service(landline)
16 Building MaintenanceSupplies and Repair17 Pest Control 18 Cleaning & JanitorialSupplies
19 Copy Machine;Printing andReproduction
$6,667.00 $6,667.00Salary Site Director Salary Salary Site Director -Salary 01 Salary General Indirect Fee $6,208.00 $6,208.00Salary
Care CoordinatorSupervisor - HourlyWages 02 Salary General Indirect Fee $11,006.00 $11,006.00Salary Care Coordintors Salary Care Coordinators -Hourly Wages 03 Salary General Indirect Fee $4,420.00 7/31/2025 $4,420.00Salary Intake and Resource Salary Intake andResource/ActivitiesCoordinator - HourlyWages 04 Salary General Indirect Fee $0.00 $22,000.00Salary Salary Supervisors -Hourly Wages 06 Salary General Indirect Fee $22,000.00 $73,320.00Salary Salary Supervisors -Hourly Wages 06 Salary General Indirect Fee $73,320.00 $293.33Salary
MaintenanceTechnician - HourlyWages 08 Salary General Indirect Fee $293.33 $17,108.00Salary Janitorial Salary Vallejo July Janitor - Hourly Wages09 Salary General Indirect Fee$17,108.00 Fringe Fringe Fringe Benefits @ 30%10 Operating General Indirect Fee 7/31/2025 $11,000.00PG&E Utility Service
Utilities (Elec,Water/Sewer, Gas,Trash) 13 Operating General Indirect Fee $0.00 7/31/2025 $1,500.00AT&T Phone Service Phone Service(landline) 15 Operating General Indirect Fee $0.00 7/8/2025 $583.00Econ Glass Company Building MaintenanceSupplies and Repair 17 Operating General Indirect Fee $11,000.00 7/28/2025 $330.00Sleep Tight Bedbugs Treatment Pest Control 18 Operating General Indirect Fee $0.00 7/6/2025 $1,000.00Veritiv Can liners, toilet paper Cleaning & JanitorialSupplies 19 Operating General Indirect Fee $1,500.00 7/29/2025 $365.00Xerox Toner Copy Machine; Printingand Reproduction 20 Operating General Indirect Fee $583.00 7/13/2025 $2,500.00Office Depot Pens, paper, notepads Office Supplies 21 Operating General Indirect Fee$330.00 7/4/2025 $3,500.00Cal First Aid First Aid Supplies Staff Supplies 23 Operating General Indirect Fee $1,000.00 7/1/2025 $24,713.00 Guest meals Guest Meals andSnacks 25 Operating General Indirect Fee $365.00 7/1/2025 $4,800.00Veritiv Guest Supplies 26 Operating General Indirect Fee Dana Pine AD of Care Coordin
Ambassador Salary Vallejo Jul
Supervisor Salary Vallejo July 2
Maintenance Techincian Vallejo
Glass Repair, bathroom window
Radisson Hotel Oakland
Bath Tissue, Towels, Laundry D
$42,306.70
$42,306.70

20 Office Supplies21 Staff Supplies
22 Translation Services
23 Guest Meals andSnacks24 Guest Supplies25 Guest Laundry26 Guest Transportation 27 28
29 $2,500.00 7/17/2025 $650.00Amazon Mesh Laundry Bags Guest Laundry 27 Operating General Indirect Fee$3,500.00 7/6/2025 $225.00Uber Guest transport Guest Transportation 28 Operating General Indirect Fee $0.00 7/4/2025 $6,000.00Amazon Chairs, Tables, File Cabinets Start Up Costs:Furniture 29 Operating General Indirect Fee $24,713.00 7/1/2025 $17,000.00Xerox Xerox Initial set-up/delivery Start Up Costs:Computers, Printers,and PeripheralEquipment, Paycomtimeclock 30 Operating General Indirect Fee$4,800.00 7/1/2025 $5,000.00Amazon Start-up Guest Linen 31 Operating General Indirect Fee$650.00$225.00 Furniture $6,000.00Start Up Costs:Computers,Printers, andPeripheralEquipment,Paycom timeclock $17,000.00Start-up GuestLinen $5,000.00 Blankets, towels, pillow cases,
Start Up Costs:
$262,495.03

County of SolanoContract Review Worksheet
Contract Number:(Dept., Division, FY, #)Authority:Dept Head ExecuteCAO ExecuteBOS Approval RequiredNOTE: Please review all instructions on the back of this worksheet before you begin processing.1. Department/Division: 2. Date:3. Contract Administrator: 4. Phone Ext:5. Contract Attributes: Original Bid/RFP Required? YES NO Expenditure Revenue Sole Source Contract? Bid/RFP No: Intergovernmental Personal/Professional Svcs Purchase of Goods Lease Construction Other YES NO Date Please attach copy of Bid/RFP or justification. Amendment/Change OrderAmendment/Change Order NumberContract No: Date: Please attach copies of original/amendments6. Description of Contract:Name of Contractor:EIN SSN 9.Is Contractor a California Public Pension Plan Retiree?YES NOIf yes: Name of Public Pension Plan: Date of Retirement:10.Does Contractor have a personal relationship in a direct line of supervision in your Department? YES NOIf yes, please describe relationship: Does Contractor have a personal relationship with someone in another Department? YES NOIf yes, please provide Department and describe relationship: 11.Has County contracted with Contractor previously during this fiscal year? YES NOPlease list County department if other than the department listed on number 1 above.12. Effective Date:Original Contract: This amendment: 13.Termination Date:By this amendment:14. Contract Budget: 15. Payment Terms: 16. Source of Funds:Original Contract Amount: $ Prepaid Arrears MonthlyQuarterly Progress Other Fed/State Grant Fed/State Funding CountyTotal of Previous Amendments:$Current Amendment: $ Fixed Actual EstimateSpecify:_________________ Fed Catalog No: Total Amount of Contract $State Legislation:17. Fund:Budget Unit:Sub-object: 18. Current Appropriation Sufficient?YES NO19. Proposed Board of Supervisors Agenda Date, if required. Please attach agenda summary and ATR request.20. RemarksCounty CounselHR Analyst (for Contract Employees)or Risk Mgm(for insurance changes) 21. Signature Route:epartment Contract AdministratorCAO AnalystRev202 Kelly Welsh (Feb 28, 2024 15:56 PST)
Kelly Welsh
William Emlen (Mar 8, 2024 08:44 PST)

Kelly Welsh (Feb 28, 2024 15:56 PST)
Kelly Welsh
William Emlen (Mar 8, 2024 08:44 PST)

COV-02-ARPA Nav Center Contract Combined
for Signature
Final Audit Report 2024-03-08
Created: 2024-02-28
By: Megan Richards ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAOHqUa7CEas_M77niG-iVGrF2RcC7I3lz "COV-02-ARPA Nav Center Contract Combined for Signature" H istory
Document created by Megan Richards ([email protected]) 2024-02-28 - 11:47:27 PM GMT
Document e-signed by Megan Richards ([email protected]) Signature Date: 2024-02-28 - 11:52:29 PM GMT - Time Source: server Document emailed to Kelly Welsh ([email protected]) for signature 2024-02-28 - 11:52:35 PM GMT
Email viewed by Kelly Welsh ([email protected])
2024-02-28 - 11:55:38 PM GMT
Document e-signed by Kelly Welsh ([email protected]) Signature Date: 2024-02-28 - 11:56:02 PM GMT - Time Source: server Document emailed to William Emlen ([email protected]) for signature 2024-02-28 - 11:56:08 PM GMT
Email viewed by William Emlen ([email protected]) 2024-03-08 - 4:43:43 PM GMT
Document e-signed by William Emlen ([email protected]) Signature Date: 2024-03-08 - 4:44:38 PM GMT - Time Source: server Agreement completed.
2024-03-08 - 4:44:38 PM GMT

FIRST AMENDMENT TO
SOLANO COUNTY STANDARD CONTRACT #COV-02-ARPA
This First Amendment to Solano County Standard Contract #COV-02-ARPA (“First Amendment”), is entered into as of November 1, 2024, between the County of Solano, a political subdivision of the State of California (“County”), and the City of Vallejo (“Contractor”).

1. Recitals

A. The parties entered into that certain Solano County Standard Contract known as contract #COV-02-ARPA dated January 1, 2024 (“Agreement”), for Contractor for the development of a 125-bed homeless Navigation Center in Vallejo; and
B. County and Contractor now desire to amend the Agreement to extend the term as set forth below.

2. Agreement

A. Section 2-Term is deleted and replaced with:

The Term of this Contract is January 1, 2024 – June 30, 2025.

3. Effectiveness of Contract
Except as expressly set forth in this First Amendment, the terms and conditions of the Agreement shall remain unchanged.

COUNTY OF SOLANO, a Political City of Vallejo
Subdivision of the State of California

By _________________________ By ______________________ Bill Emlen, County Administrator Andrew Murray, City Manager

APPROVED AS TO FORM

By _____________________
County Counsel

Approved as to form:

By: for
Veronica Nebb, City Attorney

include a combination of quantitative and qualitative data collection and analysis by an independent contractor selected by SSMC. City will do the following: (1) meet with SSMC's contractors within one month of grant award, to assess capacity and needs; (2) participate in development of an action plan for the ongoing evaluation; (3) coordinate data collection and comply with submission schedule; and (4) participate in a review of data findings to facilitate interpretation and reporting to SNCS. City will also participate, as requested by SSMC, in periodic site visits, interviews with key staff or project management, and focus group discussions with staff or client groups. City should factor these expectations into City's budget for the Homeless Shelter to allow for staff and administrative time required to participate in the evaluation study.

12. Indemnification. In accepting grant funds from SSMC, City hereby irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless SSMC, its officers, directors, affiliates, employees, representatives, agents, successors and assigns from and against any and all claims, liabilities, losses, and expenses (including reasonable attorneys' fees) directly, indirectly, wholly or partially arising from or in connection with any act or omission of City, its employees, contractors, or agents, in applying for or accepting such grant, in expending or applying the funds furnished pursuant to such grant or in carrying out the program or project to be funded or financed by such grant, except to the extent that such claims, liabilities, losses or expenses result directly from any act or omission of SSMC, its officers, directors, employees or agents.

13. Notices. All written notices to be given in connection with this Agreement will be sufficient if sent by certified or registered mail, postage prepaid or by national overnight delivery service addressed to the party entitled to receive such notice at the address specified by such party below. Either party may from time to time change its address for purpose of receipt of notice by a notice delivered in compliance with this subsection.

SSMC: Sutter Health Valley Area, Community
Health
Attn: Kelly Brenk
Address: 2700 Gateway Oaks, Suite 2200
Sacramento, CA 95833
A courtesy copy to be sent to: Sutter Health Office of the General Counsel Attn: VP & Chief Legal Officer- Sutter
Health Valley Area
2200 River Plaza Drive, 3d F1
Sacramento, CA 95833
City: TheCityofVallejo
Attn: Judy Shepard-Hall
555 Santa Clara St 3"* Floor
Vallejo, CA 94590

14. Waiver of Breach. Failure to declare a breach or the actual waiver of any particular breach of this Agreement or its material or nonmaterial terms by either party shall not operate as a waiver by such party of any of its rights or remedies as to any other breach.

15. Severability. If any provision contained in this Agreement is held to be unenforceable by an arbitrator or a court of law or equity, this Agreement shall be construed as if (01344482 v.2}TMU 3

EXHIBIT A

GRANT OBJECTIVES
The charitable purpose of this Grant is to help address some of the social determinants of health for the population of the City of Vallejo and surrounding cities within the County of Solano, through the construction of the Homeless Shelter. The Homeless Shelter will be constructed, owned and operated by City. The Homeless Shelter has yet to be constructed, but City's target date for opening the Homeless Shelter is Summer of the year 2020.

The Homeless Shelter will be developed using a sustainable model where basic services are provided to people working to find housing and overcome issues contributing to their homelessness.

This shelter will be the first in the region to provide the homeless with short term shelter (up to 3 months that can be extended based on a person's lease start date). The Homeless Shelter will make use of referrals for intake of homeless individuals, couples, and military veterans who will complete an orientation, sign a shelter agreement and immediately:
i. exit the street
ii. receive access to a bed
iii. access three meals per day
iv. receive mental health support, case management, and other services V. receive counseling services
The City anticipates that the Shelter will intake over 600 vulnerable people who were living on the streets annually. Their goal is to exit 75% of these guests annually from the shelter to some type of permanent arrangement including, housing, reimification with family, transitional program, etc.

City has brought on board a part-time homelessness and supportive services coordinator who will be dedicated to overseeing performance management software, including HMIS, which will be used to evaluate the program and get real-time data about service delivery efforts and relate them directly to intended targets, milestones and outcomes. As a result. City will be able to see more precisely what is working, replicate or refine those efforts, and report successes immediately rather than days or weeks.

City is committed to providing the highest quality programs for homeless families and individuals by carefully monitoring and evaluating all shelter programs on an ongoing basis to determine their effectiveness and to make improvements. City plans to measure progress quantitatively and qualitatively by recording and tracking data by using the Homeless Information Management System ("HMIS"), an integrated county-wide database that tracks homeless housing and service outcomes in the region.

At a later date City will select the preferred referral tool to be used by City to determine an individual's eligibility and subsequent approval to move-in to the Homeless Shelter. Affer the homeless client enters the shelter, the operator will use this tool to record and track data and outcomes for all programs operated by City. Post move-in the shelter operator will be required to use the Vulnerability Index-Service Prioritization Decision Assistance Tool ("VI-SPDAT") to determine vulnerability scores, then submit this data to the county's Coordinated Entry ("CE") system for processing this information into the HMIS (past experience using HMIS will be in the criteria for bidders in the shelter operator RFP). Additionally, the shelter operator and City will track and evaluate program-level, organizational impact and outcomes. The shelter operator will be expected to use standard data collection forms at intake and exit; have data updated every month, or SOI344482v.2)TMU 5

EXHIBIT B

REPORTING GUIDELINES
A. At the request of SSMC, City shall provide a report to update SSMC on the City's progress with the Homeless Shelter.

B. In addition. City shall submit financial reports on its use of the Grant Funds, at the request of SSMC.

C. City shall send all of the above reports to a representative identified by SSMC.

D. SSMC retains the right to subsequently modify the Reporting Guidelines over the Grant Period and shall provide written notice to City of any changes to the Reporting Guidelines. {01344482 v.2)TMU

Approved as to form:

By: for
Veronica Nebb, City Attorney
DocuSign Envelope ID: E4688AD8-12FB-44D9-B43C-A9069C1F37DE 2/20/2021

DocuSign Envelope ID: E4688AD8-12FB-44D9-B43C-A9069C1F37DE

DocuSign Envelope ID: E4688AD8-12FB-44D9-B43C-A9069C1F37DE

DocuSign Envelope ID: E4688AD8-12FB-44D9-B43C-A9069C1F37DE

DocuSign Envelope ID: E4688AD8-12FB-44D9-B43C-A9069C1F37DE 2/20/2021

DocuSign Envelope ID: E4688AD8-12FB-44D9-B43C-A9069C1F37DE

DocuSign Envelope ID: E4688AD8-12FB-44D9-B43C-A9069C1F37DE

COMMUNITY BENEFIT GRANT AGREEMENT

CITY OF VALLEJO
AND

NORTHBAY HEALTHCARE
This Community Benefit Grant, effective October 25, 2019, is awarded to the City of Vallejo by NorthBay Healthcare.

In response to community need, the city intends to build a homeless navigation shelter to alleviate homelessness in Vallejo and address the health care needs of this vulnerable population.

NorthBay Healthcare will contribute a total of $200,000 toward the construction and operation of the shelter in accordance with the terms of this one-time, three-year grant. In addition, the city will engage other Solano County health systems, state and federal agencies, non
-profit foundations and other funders to participate in the project.

The city and NorthBay Healthcare, agree to the following:

The city will build a 125-bed homeless navigation shelter, located in Vallejo, which will be funded by NorthBay Healthcare and additional funds secured by the city. Exhibit A sets forth the objectives to be accomplished with grant funds, including the services to the community and people being served by the shelter (“Grant Objectives”).

NorthBay Healthcare will disburse to city three payments for a total of $200,000 during the grant period. Funds will be contingent upon the entity independently securing additional funding per year of the grant period.
a. NorthBay Healthcare shall disburse the first payment of fifty thousand dollars ($100,000) to city on or before December 15, 2020;
b. NorthBay Healthcare shall disburse the second payment of fifty thousand dollars ($50,000) to city on or before December 15, 2021; and
c. NorthBay Healthcare shall disburse the third payment of fifty thousand dollars ($50,000) to city on or before December 15, 2022.

Reporting Requirements
City shall submit reports to NorthBay Healthcare or its designees, in accordance with the Reporting Guidelines, attached as Exhibit B.

Term
Subject to Section 5, the term of this Agreement will be from the effective date through December 31, 2022 (“Grant Period”).

Approved as to form:

By: for
Veronica Nebb, City Attorney
DocuSign Envelope ID: 609B9616-C1EA-49C5-A7C4-F94CB8580937

Early Termination
The parties may terminate this agreement upon mutual written agreement. If this agreement is terminated upon mutual written agreement, the city may retain any grant funds distributed prior to the date this agreement terminates.

Either party may terminate this agreement for cause if a party has materially breached the agreement where the defaulting party has been given written notice of its deficiencies and has failed to correct such deficiencies within 15 days after receipt of this notice or for an extended period of time, as agreed upon by the parties. Termination will be effective at the expiration of the cure period. If this agreement is terminated for cause by NorthBay Healthcare before the end of the grant period, It may recoup grant funds disbursed to city that have yet to be expended or committed by city for the grant objectives.

Publicity
NorthBay Healthcare and the city shall collaborate on the content and distribution of all public statements in which NorthBay Healthcare’s contribution to the homeless shelter are disclosed.

The parties agree to coordinate any press release or publications. The city grants to NorthBay Healthcare the right and license to use city’s name, logos, photos and other similar information.

Notwithstanding the foregoing, the city may not use the name(s), trademark(s), or trade name(s) of NorthBay Healthcare, its subsidiaries or affiliates, except with the prior written consent of NorthBay Healthcare.

Budget and Use of Funds
The city shall use the funds solely to fulfill the grant objectives. Any significant changes within the final budget (i.e. >10% of total grant amount) must be approved in advance by NorthBay Healthcare. The city shall not use grant funds toward any partisan political activity, or to further the election or defeat of any candidate for public office. The city shall not include religious worship, instruction or proselytization as part of in or in connection to the homeless shelter.

Reversion of Funds
All funds not expended for the grant objectives during the grant period must be returned to NorthBay Healthcare at the conclusion of the grant period.

Inspections and Audits
The city will be subject, at any reasonable time, to produce for inspection, examination, review, audit, and copying, at any office or location of the city where such records may be found by NorthBay Healthcare’s designated representative, all relevant books, records (written, electronic, computer related or otherwise), including, without limitation, relevant accounting procedures and practices, financial statements and supporting documentation.

Period of Retention
All books, records, reports, and statements relevant to this agreement must be retained a minimum of five years from the end of the grant period. Retention time will be extended when an audit is scheduled or in progress for a period reasonably necessary to complete an audit or to complete any dispute resolution or litigation which may ensue.

DocuSign Envelope ID: 609B9616-C1EA-49C5-A7C4-F94CB8580937

Communication and Collaboration
A city representative shall collaborate and communicate on a regular basis with NorthBay Healthcare. At the request of NorthBay Healthcare, the city shall participate in an evaluation study that will include all NorthBay Healthcare grantees, for the purpose of describing and communicating the collective impact of the grantee cohort. Collective impact will include a combination of quantitative and qualitative data collection and analysis by an independent contractor selected by NorthBay Healthcare. The city will do the following: (1) meet with NorthBay Healthcare’s contractors within one month of grant award, to assess capacity and needs; (2) participate in development of an action plan for the ongoing evaluation; (3) coordinate data collection and comply with submission schedule; and (4) participate in a review of data findings to facilitate interpretation and reporting to NorthBay Healthcare. The city will also participate, as requested by NorthBay Healthcare, in periodic site visits, interviews with key staff or project management, and focus group discussions with staff or client groups. The city should factor these expectations into city’s budget for the shelter to allow for staff and administrative time required to participate in the evaluation study.

Indemnification
In accepting grant funds from NorthBay Healthcare, the city hereby irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless NorthBay Healthcare, its officers, directors, affiliates, employees, representatives, agents, successors and assigns from and against any and all claims, liabilities, losses, and expenses (including reasonable attorneys’ fees) directly, indirectly, wholly or partially arising from or in connection with any act or omission of the city, its employees, contractors, or agents, in applying for or accepting such grant, in expending or applying the funds furnished pursuant to such grant or in carrying out the program or project to be funded or financed by such grant, except to the extent that such claims, liabilities, losses or expenses result directly from any act or omission of NorthBay Healthcare, its officers, directors, employees or agents.

Notices
All written notices to be given in connection with this agreement will be sufficient if sent by certified or registered mail, postage prepaid or by national overnight delivery service addressed to the party entitled to receive such notice at the address specified by such party below. Either party may from time to time change its address for purpose of receipt of notice by a notice delivered in compliance with this subsection.

NorthBay Healthcare City of Vallejo
Attn: Steve Huddleston Attn: Judy Shepard-Hall
4500 Business Center Drive 555 Santa Clara St., 3rd Floor Fairfield, CA 94534 Vallejo, CA 94590

Waiver of Breach
Failure to declare a breach or the actual waiver of any particular breach of this Agreement or its material or nonmaterial terms by either party shall not operate as a waiver by such party of any of its rights or remedies as to any other breach.

DocuSign Envelope ID: 609B9616-C1EA-49C5-A7C4-F94CB8580937

Severability
If any provision contained in this agreement is held to be unenforceable by an arbitrator or a court of law or equity, this agreement shall be construed as if such provision did not exist and the non-enforceability of such provision shall not be held to render any other provision or provisions of this agreement unenforceable.

Governing Law
This agreement and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of California.

Dispute Resolution
Any dispute arising out of or in connection with this agreement, including any question regarding its existence, interpretation, validity or termination, will be referred to and definitively resolved by binding arbitration pursuant to the California Code of Civil Procedure Section 1280, et seq., and the arbitration shall be administered in accordance with the Streamlined Rules of Judicial Arbitration and Mediation Service (JAMS) applicable to commercial arbitrations. The place of arbitration will be Sacramento, California. The judgment of the arbitration tribunal will be accompanied by a written statement of the basis for such judgment and may be enforced by any court having proper jurisdiction. The provisions of this section will not preclude the parties from seeking equitable remedies in aid of arbitration from a court of appropriate jurisdiction, and will survive the termination of this agreement.

Entire Agreement and Modification
This agreement and its exhibits constitute the entire agreement of the parties and such are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Unless otherwise expressly authorized by the terms of this agreement, no modification or amendment to this agreement shall be binding upon the parties unless the same is in writing and signed by the respective parties hereto.

Counterparts
This agreement may be executed in counterparts, each of which will be an original and which together will constitute one and the same instrument. A photocopy of the executed agreement may be used as if it were the original agreement.

No Third Party Beneficiary
Nothing contained in this agreement is intended nor shall it be construed to create rights running to the benefit of third parties.

The parties have executed this Agreement on the dates set forth below, to be effective as of the effective date.

DocuSign Envelope ID: 609B9616-C1EA-49C5-A7C4-F94CB8580937

NORTHBAY HEALTHCARE CITY OF VALLEJO

By:1

By:2________________________________
Name: Aimee Brewer Name: _____________
Title: President, NorthBay Healthcare Group Title: _
Date:1October 25, 2019 Date:2_______________________________

DocuSign Envelope ID: 609B9616-C1EA-49C5-A7C4-F94CB8580937 City Manager
2/20/2021
Greg Nyhoff

EXHIBIT A

GRANT OBJECTIVES

The charitable purpose of this grant is to help address some of the social determinants of health for the population of the City of Vallejo and surrounding cities within the County of Solano, through the construction of the Homeless Shelter. The homeless shelter will be constructed, owned and operated by the city. The shelter has yet to be constructed, but the city’s target date for opening the shelter is the first half of the year 2020.

The shelter will be developed using a sustainable model where basic services are provided to people working to find housing and overcome issues contributing to their homelessness. This shelter will be the first in the region to provide the homeless with short term shelter (up to 3 months that can be extended based on a person’s lease start date). The shelter will make use of referrals for intake of homeless individuals, couples, and military veterans who will complete an orientation, sign a shelter agreement and immediately:
i. exit the street
ii. receive access to a bed
iii. access three meals per day
iv. receive mental health support, case management, and other services v. receive counseling services

The city anticipates that the shelter will intake over 600 vulnerable people who were living on the streets annually. The goal is to exit 75% of these guests annually from the shelter to some type of permanent arrangement including, housing, reunification with family, transitional program, etc.

The city has brought on board a part‐time homelessness and supportive services coordinator who will be dedicated to overseeing performance management software, including HMIS, which will be used to evaluate the program and get real‐time data about service delivery efforts and relate them directly to intended targets, milestones and outcomes. As a result, city will be able to see more precisely what is working, replicate or refine those efforts, and report successes immediately rather than days or weeks.

The city is committed to providing the highest quality programs for homeless families and individuals by carefully monitoring and evaluating all shelter programs on an ongoing basis to determine their effectiveness and to make improvements. The city plans to measure progress quantitatively and qualitatively by recording and tracking data by using the Homeless Information Management System (“HMIS”), an integrated county‐wide database that tracks homeless housing and service outcomes in the region.

At a later date the city will select the preferred referral tool to be used by the city to determine an individual’s eligibility and subsequent approval to move-in to the shelter. After the homeless client enters the shelter, the operator will use this tool to record and track data and outcomes for all programs operated by the city. Post move-in the shelter operator will be required to use the Vulnerability Index-Service Prioritization Decision Assistance Tool (“VI- SPDAT”) to determine vulnerability scores, then submit this data to the county’s Coordinated DocuSign Envelope ID: 609B9616-C1EA-49C5-A7C4-F94CB8580937

Entry (“CE”) system for processing this information into the HMIS (past experience using HMIS will be in the criteria for bidders in the shelter operator RFP). Additionally, the shelter operator and city will track and evaluate program-level, organizational impact and outcomes. The shelter operator will be expected to use standard data collection forms at intake and exit; have data updated every month, or when a significant change occurs, such as an increase in income; and support and solicit feedback from other jurisdictions, Housing First Solano CoC providers and partner agencies to collaboratively seek ways to improve performance measures.

The project budget allows for full implementation of the Coordinated Entry System, including the annual licensing fee for HMIS. Participation in CES is an intentional part of the navigation project that we are proposing. One of the primary goals of regional collaboration is to improve communication and coordination with Resource Connect and the Housing First CoC in order to move more individuals out of homelessness in City and the surrounding cities within the County of Solano. This cannot be accomplished unless the shelter operator fully participates in the CoC. The shelter operator must work with CoC and coordinate with any agencies entering data into HMIS to evaluate changes in housing status, income change, length of tenancy to assess if the outcomes are being met for persons utilizing the Vallejo emergency shelter services.

Quarterly reviews of data reports will allow for evaluation of the quality and success of services being provided.

DocuSign Envelope ID: 609B9616-C1EA-49C5-A7C4-F94CB8580937

EXHIBIT B

REPORTING GUIDELINES

A. At the request of NorthBay Healthcare, the city shall provide a report to update NorthBay Healthcare on the city’s progress with the homeless shelter.

B. Prior to the end of the second quarter of 2020 (June 30, 2020), the city and NorthBay Healthcare, along with its health care partners (Sutter Health and Kaiser Permanente) will agree on the criteria and metrics to be used to assess the shelter’s performance, as well as the reporting format to be used in an annual assessment each year of the grant period.

C. In addition, the city shall submit financial reports on its use of the grant funds, at the request of NorthBay Healthcare.

D. The city shall send all of the above reports to a representative identified by NorthBay Healthcare.

NorthBay Healthcare retains the right to subsequently modify the reporting guidelines over the grant period and shall provide written notice to the city.

DocuSign Envelope ID: 609B9616-C1EA-49C5-A7C4-F94CB8580937

DocuSign Envelope ID: 609B9616-C1EA-49C5-A7C4-F94CB8580937

Trevor Macenski (Mar 7, 2024 16:15 PST)

Vallejo HHAP2 and 3 MOU Nav Center
Amendment 1 REVISED Vallejo Signed
Final Audit Report 2024-03-08
Created: 2024-02-28
By: Megan Richards ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAASQQH7w5nLzem6yiymrJps7158dds4DFT "Vallejo HHAP2 and 3 MOU Nav Center Amendment 1 REVISE
D Vallejo Signed" History
Document created by Megan Richards ([email protected]) 2024-02-28 - 7:54:11 PM GMT
Document emailed to [email protected] for signature 2024-02-28 - 7:54:29 PM GMT
Email viewed by [email protected]
2024-02-28 - 7:54:41 PM GMT
Email viewed by [email protected]
2024-03-08 - 0:14:44 AM GMT
Signer [email protected] entered name at signing as Trevor Macenski 2024-03-08 - 0:15:35 AM GMT
Document e-signed by Trevor Macenski ([email protected]) Signature Date: 2024-03-08 - 0:15:37 AM GMT - Time Source: server Agreement completed.
2024-03-08 - 0:15:37 AM GMT

Exhibit H
Program Policies

Five Keys Grievance Policy
Plenty of copies of the Grievance Procedure should be available at the front desk. The purpose of the Grievance Procedure is to ensure that participants have a clear process to follow when they feel
that they have been treated unfairly by Five Keys staff or policies. This can be a great opportunity for us to get feedback from participants on how we are doing with our services. At times, it is a useful tool for having a conversation with participants about not only our responsibilities and actions, but also their responsibilities and actions as participants. For the procedure to be effective please follow these guidelines:

● The procedure must be posted at every building in a visible location. Copies of the procedure should be kept at the front desk to hand out upon request. English and Spanish copies of the grievance procedure are available in the front desk binder. ● The procedure must also be given to every participants to sign when they sign their intake paperwork. Please take the time to explain the procedure, and sign and date the form.

During the process, all information should be kept confidential. Should the Supervisor be unable to resolve a grievance directly with the participant, all information should be forwarded to the
Site Director responsible for the site. Once the Director receives the information, the Supervisor will be contacted for information and the process will continue as described below.

Please keep the grievance as confidential as possible. Participants who file grievances should not be discussed with other site staff unless the other staff members are directly involved. If a support services staff member is assisting the participants with a grievance, be sure to confirm with the participants if they want you to discuss the matter with the services staff.

Participants must never suffer any retaliation from staff or denial of services for requesting or filing a grievance. Evidence of retaliation against a participant for submitting a grievance may result in immediate termination from Five Keys employment. It is our job to ensure that all participants are provided with excellent customer service, and that participants are confident that they can have their concerns heard and addressed. Even if a participant’s claims are not valid, it is our responsibility to ensure that the process is conducted with respect and compassion for the participant.

Five Keys Grievance Procedure
Five Keys is committed to providing excellent customer service and fairness to our participants. If you think we have failed in our efforts to do so, or that we have policies and procedures that are unfair, we want to hear from you! If you think you have been treated unfairly your issue will be carefully considered by Five Keys management and that we will try to come to a satisfactory resolution for everyone.

Below are the steps you need to take if you have a grievance. This process only applies to grievances involving the policies and employees of Five Keys; if you have a grievance with one of the other agencies at your location you must follow their procedure.

FIRST: What is a grievance? Basically it is a complaint about our service. A grievance is officially defined as a condition of occupancy or application of policy that you as the participant believe is unjust or inequitable.

SECOND: What do I do if I have one? As the participant, you should take the following steps:

1. Discuss the grievance or problem first with the Supervisor on duty. There is a grievance form available at the front desk that you can complete. Or you can make an appointment with a Supervisor to provide your grievance verbally.

Within 2 days the Supervisor on duty will contact you to set up a meeting to attempt to resolve this issue, and may propose next steps, if necessary. If the issue can’t be resolved at the meeting, the Supervisor will provide you with a written determination based on Five Keys Policies and Procedures or respond with a plan of action within 5 working days of the final meeting.

2. If you cannot resolve your grievance with the Supervisor or are not satisfied with the determination made by the Supervisor, you may request a meeting with the Site Director. To request a meeting, call your site phone for an appointment. The Site Director will attempt to contact you within 5 working days in order to make an appointment at the earliest, mutually agreeable opportunity to discuss the issue(s). At this meeting, the Director will attempt to resolve this issue, and may propose next steps, if necessary. This may include meeting with other staff or other steps. If your issue isn’t resolved at the meeting, the Director will provide you with a written determination based on Five Keys Policies and Procedures or respond with a plan of action within 5 working days of the final meeting.

Updated May 2025
Five Keys Good Neighbor Policy

At Five Keys, we are dedicated to fostering harmonious and respectful communities within our housing programs. Our Good Neighbor Policy outlines the principles and expectations we uphold to ensure a positive living environment for all residents.

1. Five Keys shall work with neighbors, City/County Partners, Police Departments, Fire Departments, Department of Public Works (DPW), Department of Public Health (DPH), and other relevant city agencies to ensure that neighborhood concerns about the facility are heard and addressed.

2. Five Keys shall assign a director, manager, or representative to participate in and attend appropriate neighborhood and community meetings.

3. Five Keys shall provide a phone number to all interested neighbors that will be answered at all times by a supervisor or other responsible person who has the authority to respond to complaints and issues at the Site as they arise.

4. Five Keys shall minimize the impact on the neighborhood of the Site; Participants entering, exiting, or waiting for services. The Site will do this by limiting referrals, not allowing walk-ins, and having 24/7 access to the Site for registered Participants.

5. Five Keys shall actively discourage and address excessive noise from program participants and others who may be just outside the program Site.

6. Five Keys shall actively discourage loitering in the area immediately surrounding the program. Coordinate with other service providers and City agencies, as necessary, to address this issue.

7. Five Keys shall, in conjunction with the City (as necessary), inform neighborhood businesses and residents of the services available at the Site and how individuals are referred.

8. Five Keys shall implement management practices necessary to ensure that staff and participants maintain the safety and cleanliness of the area immediately surrounding the facility and do not block the driveways of neighboring residents or businesses.

9. Five Keys shall take all reasonable measures to ensure the sidewalks adjacent to the facility are not blocked.

10. Five Keys values diversity and respects the backgrounds, cultures, and perspectives of all. Discrimination, harassment, or any form of intimidation will not be tolerated.

11. Five Keys promotes a peaceful atmosphere, we have designated quiet hours during which Participants are expected to minimize noise levels. Quiet hours typically begin in the evening and extend until the morning.

12. Participants with pets are required to adhere to our pet policy, which typically includes leash laws, cleaning up after pets, and ensuring that pets do not disturb other Participants or neighbors.

Vallejo Homeless Navigation Center
Pet Agreement

Program Participant:______________________ Entrance Date:_______________ Animal(s) Names:__________________________ Type of Animal(s):_____________________________

This site only allows participants to have a service/companion animal. Participants will be allowed to enter with no more than two animals. Upon entry we will take a photo of you and your pet so that staff can recognize you both.

Please note the following requirements:
● You must have current Rabies vaccinations and other required vaccinations for your animal (if applicable); an animal must not have any communicable diseases, which creates a risk for other animals. Staff can assist animal owners to get vaccinations for animals that need them. ● It is not allowed to permit your animal to defecate and not pick up the waste and dispose of the feces. Pick It Up and Carry the Bag to a disposal can. Staff can provide bags to properly dispose of animal feces.
● All animals must be in your control at all times, including on a leash in common areas at all times. You must be able to physically restrain your animal if necessary. Staff can provide leashes and/or muzzles.
● Animal owners are responsible for the care, feeding, health, clean-up and control of their animal at all times. Staff will assist in ensuring that animal owners have food for their animal.
● Participants with a dog must take the dog with them when they leave the site. They should never be left unattended. Smaller animals (cats, rabbits, etc.) may remain at the site provided they are properly caged.
● Participants are responsible for ensuring that their animal does not cause any kind of disturbance at the site, including noise, odor or infestations. An animal should not create excessive or disruptive noises, which causes significant discomfort to other participants. ● For the safety of all, if your animal attacks or bites another animal or a human, it will be reported to the Animal Control or other appropriate agencies. Every measure will be taken to prevent further health and safety issues, including possible removal of the animal.

Vallejo Homeless Navigation Center
Pet Agreement

● Participants are only allowed to have a maximum of two pets that are with you when you enter the program.
● This policy covers your existing animal(s), no additional animals will be allowed during your stay at this site.

I have read and understand the Vallejo Pet Agreement policy, and I agree to abide by it.

I understand that if I violate the agreement, I may be asked to remove my pet(s) from the premises.

Participant Signature ________________________________________ Date:
_______________

Bed # ________ Pet Name ___________________________________

Type of Animal______________________________

Description ( color, breed, etc. )
____________________________________________________________________________

Has your animal ever been registered as a “Vicious & Dangerous Dog” by Animal Control and has to wear a special pet tag? □ yes □ no

Vaccination Date _______________________

Name of Veterinarian_____________________________________________

(Please attach a copy of verification for vaccination or other applicable documents)

Staff Signature: ________________________________________ Date:__________________

Exhibit J
Vallejo Navigation Center Participant Agreement

8 Welcome! Temporary Shelters do not provide permanent housing, and participants staying at these sites do not have tenancy rights. Nonetheless, all participants are entitled to fair, respectful, and equitable treatment.

The program guidelines described below apply to all participants staying at Temporary Shelter Program sites. Please read the following program guidelines and initial next to each one to indicate that you have read and fully understand each guideline.

The following Community Expectations apply to everyone on site – participants and staff alike.

1. We will treat everyone on site with respect, civility, and dignity.

2. We will participate in Wellness Checks, working with Care Managers for housing services, and health screenings daily which may include shelter staff entering the participant’s space.

3. We will not invite or accept any visitors, except people who are delivering essential services.

4. We will respect quiet hours between 10:00 PM and 7:00 AM.

5. Any animals we bring on site will always be under our direct control.

6. We will smoke in designated smoking areas only.

7. We will relieve animals only in designated areas and pick up after them.

8. We will respect the property and keep it in good condition.

9. We will work on individualized goals that will include working toward a permanent housing solution.

I. WORKING ON HOUSING GOALS

● Vallejo Navigation Center is an interim supportive shelter program. ● All participants are expected to meet with their assigned Care Coordinator once a week or more. Participants are required to meet every 30 days for their progress check-ins. ● All participants will develop an individual housing plan and will be expected to follow the plan. ● All participants must supply necessary documentation to forward their goal of achieving permanent housing. The Care Coordinator can assist with securing needed documentation.

Participant Initials:

VALLEJO NAVIGATION CENTER

PARTICIPANT AGREEMENT

COMMUNITY EXPECTATIONS

PROGRAM GUIDELINES

Effective May 13, 2025 Page

II. MENTAL HEALTH SUPPORTS
● Mental health referrals will be offered to those in need.

Participant Initials:

III. RESPECTFUL INTERACTIONS WITH OTHERS
All participants are expected to behave respectfully when interacting with anyone at the site.

Participants must refrain from all forms of harassment, abusive language, or lewd behavior when interacting with others at the site. All site staff and participants are expected to treat others with dignity, civility, and courtesy.

Participant Initials:

IV. HEALTH SCREENINGS
Participant may be screened for any contagious infections or diseases if there is an active outbreak on the site.

Participant Initials:

V. VISITORS
No visitors are allowed, unless providing essential services to participants on-site. Participants are required to coordinate with site staff if they have essential services providers not already present on-site that need to assist them, and to share the service schedule as far in advance as possible. Service providers are required to sign in and out of the site.

Overnight visitors are prohibited.

Registered participants are prohibited from going to another registered participant’s bed area for any reason.

Participant Initials:

VI. REMOVAL OF PROPERTY
Participants must retrieve their personal belongings when they leave the program. Any property that remains onsite after the participant exits — which includes by voluntarily giving up their placement, 48-hour absence from the site, or immediate denial of service — will not be stored beyond 5 business days.

Participant Initials:

Effective May 13, 2025 Page

VII. LEAVING THE SITE FOR MORE THAN 48 HOURS
Participants may not leave the site for more than 48 hours without notifying and receiving prior approval from site staff. If a participant does not return within 48 hours, their bed will be considered abandoned.

If a participant would like to take a leave from their site for more than 48-hours, they should discuss the matter in advance with site staff. Participants must physically check in unless prior approval was established.

If a participant returns after being off site without prior approval for a period that results in loss of their placement, they may request readmission to the site. Site Operators should collect any written documentation that supports the participant’s absence due to:

● Verified hospitalization.
● Illness or injury.
● Death of an immediate family member.
● Arrest.
● Incarceration.
● Other circumstances beyond the person’s control.

Participant Initials:

VIII. MASKS
All participants are encouraged to wear a mask. However, any participant who is confirmed COVID-19 positive in their COVID-19 isolation period must wear masks any time they are not actively eating, drinking, showering, on their bed or in their room. ● Masks must cover the nose and mouth and may be made from a variety of materials. The most effective fabrics for cloth masks are tightly woven fabrics that are breathable and 2 or 3 layers.
● Cloth masks should be washed frequently with detergent and hot water and dried on a hot cycle.
● Masks with ventilation valves or vents may not be worn.

Participant Initials:

IX. SAFETY EQUIPMENT
Participants may not tamper with or remove onsite carbon monoxide detectors or smoke detectors. Participants also may not hang any items from sprinklers.

Participant Initials:

Effective May 13, 2025 Page

X. VIOLENT BEHAVIOR
Violence is not permitted, including but not limited to pushing, shoving, slapping, kicking, or throwing things at. Threats of violence are also not permitted. Any participant who engages in violence or threats could be subject to immediate removal, as well as possible criminal prosecution.

Participant Initials:

XI. WEAPONS
Participants may not possess weapons on site. Firearms are not allowed onsite and will not be stored. Participants must turn in any firearms to safety and de-escalation personnel, who will send them immediately to the Police Department.

Aside from firearms, participants must turn in all weapons they possess at intake and every time they enter a site with safety and de-escalation personnel, who will store those weapons in a safe and secure lockbox. Participants may request their weapon be returned whenever they are leaving the program site.

Belongings that might be used as weapons, such as tent poles, chains, large bike locks, etc., may need to be checked in with safety and de-escalation personnel at intake. Such items will be returned as needed by the participant whenever they leave the program site.

Participant Initials:

XII. FIRE DAMAGE AND ARSON
Participants should not engage in activities that might result in a fire starting onsite. Lighting candles and smoking indoors are not permitted. Any participant found responsible for starting a fire will be subject to immediate removal and may face legal repercussions.

Participant Initials:

XIII. PEST CONTROL
Participants must participate in pest inspection and treatment. Additional information, such as the schedule or instructions, will be provided by site staff.

Participant Initials:

Effective May 13, 2025 Page

XIV. ANIMALS
If a participants has service animals and/or pets at the time of referral, the participants may have those same animals onsite Additional service animals may be approved through the reasonable accommodation process. Participants are responsible for the behavior of their animals at all times. Participants with animals must comply with all the following rules:
● Animals must wear a muzzle and be on a leash or in a container in common areas.

Participants must have direct physical control of their animals at all times. ● The participants is responsible for the care and feeding of their animal, including properly disposing all animal waste.
● Participants may feed and water animals only in designated areas. ● Animals may not be aggressive or loud.
● If an animal attacks or bites another animal or a person, site staff will report the incident to Animal Care and Control, and the participant must remove the animal from the site. ● Participants must have current rabies vaccination for their animals and be in compliance with all other County requirements before being integrated with Participants or other animals. .

Participant Initials:

XV. SMOKING
Smoking is strictly prohibited in the dorm and in all common areas of the site. It is strictly prohibited to alter, damage, or disconnect smoke detectors in dorm or other areas of the site.

When smoking outside of the site, participants may smoke only in the designated smoking area,
Participant Initials:

XVI. QUIET HOURS
Quiet hours are between 10:00 PM and 7:00 AM. Participants are encouraged to be inside the dorm during this time.

Participant Initials:

Effective May 13, 2025 Page

XVII. EGRESSES
Participants must maintain their space in a safe manner, including but not limited to ensuring there are clear pathways to exits.

Participant Initials:

XVIII. WELLNESS CHECKS
Participants must participate in daily wellness checks. These daily wellness checks include at least one opportunity for staff to observe, and enter, each participant’s space each day.

Participant Initials:

XIX. EMERGENCY SAFETY CHECKS
Staff may enter a participant’s space when there is reason to believe a participant is at immediate and substantial risk due to a medical, psychiatric, or facilities-related emergency.

Staff performing an Emergency Safety Check will announce themselves and state the purpose of their visit.

Participant Initials:

XX. BED INSPECTIONS
Participants must participate in weekly bed inspections to maintain health and sanitation standards. Staff must be allowed to enter participant space to complete the inspections.

Participant Initials:

XXIV. MEALS

There will be no food allowed in the dorm area. All food must be consumed in the participant dining room or in the outside community area.

Participant Initials:

XXI. MAIL
Participants may have mail delivered to the site while they are enrolled in the program. This does not confer resident status, and is offered only as a courtesy to participants during their stay. Participant mail will not be forwarded. Mail received after the participant concludes their stay at the program will be held for 30 days and then returned to sender.

Participant Initials:

XXII. PROPERTY

Effective May 13, 2025 Page

Participants may not hang, tape, or affix any items to the walls of the structure.

Participant Initials:

Effective May 13, 2025 Page

IMMEDIATE TERMINATION OF SERVICE + NON-IMMEDIATE DENIALS OF SERVICE

IMMEDIATE TERMINATION OF SERVICE
Participants who have been issued an Immediate Termination of Service must leave the site immediately.

Service is terminated indefinitely.

Items belonging to a participant who has been issued an Immediate Termination of Service will be stored for at least 5 business days. After 12 business days items will be disposed of.

Site staff shall execute an Immediate Termination of Service when a participant commits one of the following rule violations:

Lenth of
Suspension
1a Acts of violence. 6 months
1b Credible threats of violence that include specific actions or plans 6 months 1c Possession or display of a weapon, including but not limited to firearms, and knives. Firearms will not be stored.
6 months
1d Disruptive behavior that is ongoing, uncontrollable, and presents a clear risk to the safety of the facility.
6 months
1e Arson. 6 months
1f Manufacturing and/or sale of illegal drugs not associated with a prescription or alcohol. 6 months 1g Property destruction or interference that endangers another participant’s ability to shelter-in-place safely, or results in a shutdown of vital site operations even for a brief period. 6 months
1h Intentional destruction of other participant personal property 6 months 1i Destruction of the facility or property of the Navigation Center (including but not limited to:
walls, furniture, appliances, restrooms, etc.)

For example: Utilizing showers, sinks, toilets, and any other drainage pipes in a way that jeopardizes the building plumbing system may cause damage to the infrastructure of the facility
6 months
1j Use of photography, video, or audio recording on site that includes other clients or staff without their permission in a “private” space (including but not limited to: restrooms, beds, showers, etc.)
6 months
1k Unwelcome sexual advances, request for sexual favors, and other verbal or physical conduct of a sexual nature including nudity, where the offensive behavior creates an intimidating, abusive, or hostile environment.
6 months
1l Theft of other shelter participants, staff members, or volunteers’ personal property. 6 months

Participant Initials:

VALLEJO NAVIGATION CENTER

PARTICIPANT AGREEMENT

Effective May 13, 2025 Page

NON-IMMEDIATE DENIALS OF SERVICE

A Shelter may deny service to a participant who violates an excessive number of Non-Immediate rules defined as violating five (5) different Non-Immediate rules or three (3) of the same Non-Immediate rules within a 30-day period of the first issued Warning Notice.

Guests Participants who have been issued a Non- Immediate Denial of Service must leave the site immediately. Services are terminated for the length of the suspension.

Items belonging to a participant who has been issued a Non-Immediate Denial of Service will be stored for the length of the suspension in their assigned room.

Length of
Suspension
2a For a confirmed COVID-19 positive individual in their COVID-19 isolation period, repeated failure to wear a mask except when actively eating, drinking, showering, on their bed/mat, and/or in their room, regardless of the 30-day period (noted above).
1 month
2b General threats that lack specificity (e.g., “I’m going to get you”). 1 month 2c Visible use on the property, purchase, or distribution of illegal drugs or alcohol. (Not including use of prescription drugs prescribed to the individual.) 1 month
2e Use of photography, video, or audio recording on site that includes other clients or staff without their permission (in common areas).
1 month
2f Having unauthorized guests at the shelter. 1 month
2g Failure to pass bed inspection due to exceeding property limits, unsanitary conditions, trash, expired food, exposed needles, and other hazardous items.

Anything that can create a health and safety concern or attracts pests and rodents. Failure to ensure and maintain clear pathways to room exits 1 month
2h Verbal harassment, intimidation or bullying of other participants, staff, or volunteers.
1 month
2j Smoking outside of the designated area(s). 1 month
2k Being in an unauthorized area or being in an area at an unauthorized time. 1 month 2l Failure to cooperate with pest control or allow the cleaning in areas that are identified as health and safety hazards for other participants and staff. 1 month
2m No food allowed in any sleeping area. 1 month

VALLEJO NAVIGATION CENTER

PARTICIPANT AGREEMENT

Effective May 13, 2025 Page

2n Altering or modifying a participant space, removing any furniture or fixtures from the participant space, or tampering with any equipment, fixture or door locks.

Tampering with or removing any carbon monoxide detector or smoke detector or hanging items from the sprinklers.
1 month
2o Creating “forts” in the dorm room – preventing visibility into the bed space. 1 month 2p Refusal to participate in daily wellness checks, and/or weekly inspections. 1 month 2q Failure to comply with quiet hours. There should be no loud noises, TV, or radio playing which disturbs other residents in sleeping area. 1 month
2r Theft of shelter property of minimal value (i.e. stapler, tape, door stops, etc.). 1 month 2s Utilizing showers, sinks, toilets, and any other drainage pipes in a way that becomes a nuisance or has the possibility to cause damage requiring repair. 1 month

Participant Initials:

By signing this document, you acknowledge that you are in receipt of the program guidelines and the program rules that can lead to a termination or a denial of service, understand how they work, and agree to comply with them.

Participant’s Name (Printed)

Participant’s Signature Date

Authorized Site Staff’s Name (Printed)

Authorized Site Staff’s Signature Date

ACTION ITEM 7.B.

DATE: June 3, 2025
TO: Mayor and Members of the City Council
FROM: Oscar Alcantar, Interim Public Works Director
SUBJECT: ADOPT A RESOLUTION APPROVING A TWO-YEAR AGREEMENT WITH THE OPTION TO

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

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

MANAGER TO EXECUTE SAME

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

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

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

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

Date: June 3, 2025
Subject: ADOPT A RESOLUTION APPROVING A TWO-YEAR AGREEMENT WITH THE OPTION TO

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

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

CITY MANAGER TO EXECUTE SAME

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

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

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

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

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

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

ATTACHMENTS

Date: June 3, 2025
Subject: ADOPT A RESOLUTION APPROVING A TWO-YEAR AGREEMENT WITH THE OPTION TO

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

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

CITY MANAGER TO EXECUTE SAME

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

2. Hunt Oil of California Petroleum Products Agreement_CAO Stamp

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

RESOLUTION NO. 25-______

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

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

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

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

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

BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute same, with any modifications recommended by the City Attorney and the City Clerk to attest the signing of that Agreement.

ADOPTED BY THE CITY COUNCIL OF THE CITY OF VALLEJO at a regular meeting held on May 27, 2025, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN
ATTEST

ANDREA SORCE, MAYOR
DAWN G. ABRAHAMSON, CITY CLERK

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

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

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

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

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

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

2 6. Conflict of Interest. Contractor warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Contractor’s family, business, real property or financial interests and the materials to be provided under this Agreement. Contractor shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in the Contractor’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Contractor shall disclose such conflict in writing to City.

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

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

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

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

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

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

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

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

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

13. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate this Agreement by giving notice to Contractor. Upon receipt of a notice of termination, Contractor shall not provide materials except as specified in the notice. Before the date of termination, Contractor shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

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

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

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

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

4 condition, age, marital status or sexual orientation.

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

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

If to City:

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

Chris Jones
Bay Area Operations Manager
Hunt Oil of California
5750 S Watt Ave
Sacramento, CA 95829
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section. Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6 reference:

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

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

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

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

By: ________________________
Dawn G. Abrahamson
City Clerk
APPROVED AS TO CONTENT:
__________________________
Melissa Tigbao, P.E.

Public Works Director

APPROVED AS TO FORM
___________________________
Veronica A.F. Nebb
City Attorney
APPROVED AS TO INSURANCE:
____________________________
Armond Sarkis
Risk Manager

EXHIBIT A

PRODUCTS & SPECIAL PROVISIONS

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

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

Chris Jones
Bay Area Operations Manager
5750 S Watt Ave
Sacramento, CA 95829
(800)734-2999
All routine administrative communications between the parties will be between the above named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Contractor Representative and City’s Representative.

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

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

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

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

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

EXHIBIT A

materials in accordance with the aforementioned standard construction specifications.

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

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

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

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

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

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

EXHIBIT B

COMPENSATION

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

2. Price.

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

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

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

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

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

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

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

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

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

EXHIBIT B

City with proof of such payments upon request.

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

EXHIBIT C

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

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

A.Insurance shall be at least as broad as:

1.Personal injury

2.Contractual liability

3.Contractor’s broad form pollution liability

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

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

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

B. Automobile Liability: $3,000,000 per accident for bodily injury and property damage.

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

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

EXHIBIT C

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7. Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor.

All coverages for subcontractors shall be subject to all of the requirements stated herein.

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

ACTION ITEM 7.C.

DATE: June 3, 2025
TO: Mayor and Members of the City Council
FROM: Gillian Haen, Assistant City Manager
Erin Hanford, Economic Development Program Manager
SUBJECT: ADOPT A RESOLUTION APPROVING TWO SEPARATE CONSULTANT AND

PROFESSIONAL SERVICES AGREEMENTS WITH ENVIRONMENTAL RISK SERVICES

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

MANUFACTURED GAS PLANT ENVIRONMENTAL CLEANUP PROJECTS, EACH FOR

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

EXECUTE THE SAME

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

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

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

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

Date: June 3, 2025
Subject: ADOPT A RESOLUTION APPROVING TWO SEPARATE CONSULTANT AND

PROFESSIONAL SERVICES AGREEMENTS WITH ENVIRONMENTAL RISK

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

PG&E MANUFACTURED GAS PLANT ENVIRONMENTAL CLEANUP PROJECTS,

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

CITY MANAGER TO EXECUTE THE SAME

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

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

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

Date: June 3, 2025
Subject: ADOPT A RESOLUTION APPROVING TWO SEPARATE CONSULTANT AND

PROFESSIONAL SERVICES AGREEMENTS WITH ENVIRONMENTAL RISK

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

PG&E MANUFACTURED GAS PLANT ENVIRONMENTAL CLEANUP PROJECTS,

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

CITY MANAGER TO EXECUTE THE SAME

ERS Background:

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

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

Environmental Projects Status:

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

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

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

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

Estimated Cost for Remaining projects:

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

Mare Island $600,000

Date: June 3, 2025
Subject: ADOPT A RESOLUTION APPROVING TWO SEPARATE CONSULTANT AND

PROFESSIONAL SERVICES AGREEMENTS WITH ENVIRONMENTAL RISK

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

PG&E MANUFACTURED GAS PLANT ENVIRONMENTAL CLEANUP PROJECTS,

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

CITY MANAGER TO EXECUTE THE SAME

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

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

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

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

ATTACHMENTS

1. ERS 2025 Agreement Reso CAO Stamp

2. ERS Mare Island 2025 Agreement FINAL_CAO Stamp

3. ERS PGE 2025 Agreement FINAL_CAO Stamp

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

RESOLUTION NO. N.C.
.

A RESOLUTION APPROVING TWO SEPARATE CONSULTANT AND PROFESSIONAL

SERVICES AGREEMENTS WITH ENVIRONMENTAL RISK SERVICES CORPORATION FOR

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

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

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

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

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

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

AYES:

NOES:

ABSENT:
________________________

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

ERS Consultant and Professional Services Agreement Page 1 of 10

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

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

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

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

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

Consultant shall also indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant’s operations, or any

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

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

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

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

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

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

ERS Consultant and Professional Services Agreement Page 3 of 10

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

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

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

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

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

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work outlined in Attachment 1 of Exhibit A and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a project budget approved or amended by the City Manager or his or her designee.

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

ERS Consultant and Professional Services Agreement Page 4 of 10

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

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

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

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

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

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

15. General Prohibition on Assignment of CalPERS Members and Annuitants.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

23. Non-Discrimination/Fair Employment Practices.
(a) Consultant shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal

ERS Consultant and Professional Services Agreement Page 7 of 10 treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.

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

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

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.
(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

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

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

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

24. Integration Clause. This Agreement, including all Exhibits, contains the entire

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

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

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

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

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

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

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

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

32. Confidentiality of City Information. During the performance of services under this Agreement, Consultant may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Consultant agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Consultant’s scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any

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

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

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

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

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

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

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

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

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

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

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

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

ERS Consultant and Professional Services Agreement Page 10 of 10 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

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

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

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

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

By: ____________________
Armond Sarkis
Risk Manager

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

EXHIBIT A

SCOPE OF WORK

1. Representatives.

The City Representative for this Agreement is:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

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

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

B. Additional Services:

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

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

2. Appropriate Billable Hourly Rates for Services and Additional Services. Consultant’s billable hourly rates shall be as listed in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference.

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

4. Payments to Consultant.

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

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

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

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

5. Social Security Number or Taxpayer Identification Number

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

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

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

D. Request for payment shall be sent to:

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

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

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

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

ERS Consultant and Professional Services Agreement Page 3 of 4 Exhibit B - Compensation
as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

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

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

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

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

EXHIBIT C

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor.

All coverages for subcontractors shall be subject to all of the requirements stated herein.

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

ERS Consultant and Professional Services Agreement Page 1 of 11

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

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

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

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

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

Consultant shall also indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses,

ERS Consultant and Professional Services Agreement Page 2 of 11 actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant’s operations, or any subcontractor’s operations, related to costs or benefits associated with California Public Employment Retirement System (CalPERS) membership where Consultant supplies a CalPERS member who CalPERS determines is subject to enrollment.

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

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

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

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

8. Independent Contractor. Consultant is an independent contractor.

Neither Consultant nor any of Consultant’s officers, employees, agents, or

ERS Consultant and Professional Services Agreement Page 3 of 11 subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

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

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

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

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

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

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work outlined in Attachment 1 of Exhibit A and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a project budget approved or amended by the City Manager or his or her designee.

ERS Consultant and Professional Services Agreement Page 4 of 11 Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant.

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

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

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

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

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

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

15. General Prohibition on Assignment of CalPERS Members and Annuitants. Consultant shall not hire, employ, or use, as an employee,

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

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

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

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

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

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

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

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

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

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

ERS Consultant and Professional Services Agreement Page 6 of 11 or not, as of the date of termination and not otherwise previously delivered.

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

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

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

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

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

If subcontracting of work is permitted, Consultant shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Consultant. Use of the term subcontractor in any other provision

ERS Consultant and Professional Services Agreement Page 7 of 11 of this contract shall not be construed to imply authorization for Consultant to use subcontractors for performance of any service under this Agreement.

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

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

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

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

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

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

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.
(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations

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

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

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

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

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

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

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

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

ERS Consultant and Professional Services Agreement Page 9 of 11

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

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

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

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

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

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

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

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

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

ERS Consultant and Professional Services Agreement Page 10 of 11 Representative.

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

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

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

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

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

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

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

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

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

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

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

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

By: ____________________
Armond Sarkis
Risk Manager

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

EXHIBIT A

SCOPE OF WORK

1. Representatives.

The City Representative for this Agreement is:

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

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

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

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

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

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

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

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

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

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

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

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

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

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

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

B. Additional Services:

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

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

2. Appropriate Billable Hourly Rates for Services and Additional Services. Consultant’s billable hourly rates shall be as listed in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference.

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

4. Payments to Consultant.

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

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

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

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

5. Social Security Number or Taxpayer Identification Number

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

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

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

D. Request for payment shall be sent to:

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

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

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

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

ERS Consultant and Professional Services Agreement Page 3 of 4 Exhibit B - Compensation
as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

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

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

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

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

EXHIBIT C

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor.

All coverages for subcontractors shall be subject to all of the requirements stated herein.

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

ACTION ITEM 7.D.

DATE: June 3, 2025
TO: Mayor and Members of the City Council
FROM: Oscar Alcantar, Interim Public Works Director
SUBJECT: ADOPT TWO RESOLUTIONS AWARDING: (1) AN ON-CALL CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT TO CSG CONSULTANTS, INC. FOR

CONSTRUCTION MANAGEMENT SERVICES RELATED TO THE MARE ISLAND

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

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

THE CITY MANAGER TO EXECUTE THE AGREEMENTS

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

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

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

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

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

Date: June 3, 2025
Subject: ADOPT TWO RESOLUTIONS AWARDING: (1) AN ON-CALL CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT TO CSG CONSULTANTS, INC. FOR

CONSTRUCTION MANAGEMENT SERVICES RELATED TO THE MARE ISLAND

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

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

AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENTS

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

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

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

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

ATTACHMENTS

1. Reso-Award CSG - MIBridge 5.27.25_CAO Stamp

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

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

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

5.27.25_CAO Stamp

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

RESOLUTION NO. 25-______

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

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

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

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

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

BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute the Agreement, with any modifications recommended by the City Attorney and the City Clerk to attest the signing of that Agreement.

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

AYES:

NOES:

ABSENT:

ABSTAIN
____________________________________

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

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

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

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

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

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

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

Consultant shall also indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses,

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 11 actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant’s operations, or any subcontractor’s operations, related to costs or benefits associated with California Public Employment Retirement System (CalPERS) membership where Consultant supplies a CalPERS member who CalPERS determines is subject to enrollment.

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

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

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

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

8. Independent Contractor. Consultant is an independent contractor.

Neither Consultant nor any of Consultant’s officers, employees, agents, or

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 11 subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

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

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

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

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

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

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

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 4 of 11 Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant.

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

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

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

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

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

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

15. General Prohibition on Assignment of CalPERS Members and Annuitants. Consultant shall not hire, employ, or use, as an employee,

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

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

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

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

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

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to Consultant. The total duration of this Agreement, including the exercise of any options under this section, shall not exceed beyond June 30, 2029.

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

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

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

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

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 6 of 11 or not, as of the date of termination and not otherwise previously delivered.

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

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

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

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

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

If subcontracting of work is permitted, Consultant shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Consultant. Use of the term subcontractor in any other provision

On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 7 of 11 of this contract shall not be construed to imply authorization for Consultant to use subcontractors for performance of any service under this Agreement.

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

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

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

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

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

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

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.
(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations