Agenda packet, second session — Vallejo City Council, June 3, 2025 (part 3 of 5)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments Exhibit D, entitled “Provisions Applicable to Federally Funded Projects”, including attachments
[SIGNATURES ON FOLLOWING PAGE]

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On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 11 of 11 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

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

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

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

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

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

By: ____________________
Armond Sarkis
Risk Manager

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

EXHIBIT A

SCOPE OF WORK

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

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

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

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

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

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

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

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

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

Structural Inspection and Documentation:

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

Water Pollution Monitoring:

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

Materials Sampling and Testing:

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

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

Field Construction Inspection:

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

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

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

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

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

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

Quality Assurance:

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

Labor Compliance Administration:

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

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

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

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

CITY OF VALLEJO

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

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

SECTION 1. SCOPE OF WORK.

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

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

SECTION 3. ESTIMATED COST AND COMPENSATION.

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

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

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

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

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

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

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

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

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

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

B. Additional Services:

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

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

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

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

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

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

4. Payments to Consultant.

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

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

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

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

5. Name of City Project Manager or Representative

6. Social Security Number or Taxpayer Identification Number

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

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

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

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

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

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

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

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

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

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

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

EXHIBIT C

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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On-Call Consultant and Professional Services Agreement
Exhibit D

EXHIBIT D

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3. ARTICLE VI TERMINATION

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

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

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

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

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

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

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

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

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for Federal Awards shall apply.

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

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

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

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

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

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

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

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

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

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c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate.

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

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

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

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

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

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

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C. Any sub agreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subcontractors unless otherwise noted.

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

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

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

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

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

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

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

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

8. ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL

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

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

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

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

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

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

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

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

D. Payroll Records

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

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

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

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

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

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or obliterated.

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

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

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

F. Penalty

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

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

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

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

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

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

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

H. Employment of Apprentices

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

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

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

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

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

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

11. ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL

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

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

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

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Exhibit D

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

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

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

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

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

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

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

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

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

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

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

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

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arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

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

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

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

3. Does not have a proposed debarment pending; and

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

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

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

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

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

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

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

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

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

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

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

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

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efforts to meet the goal. Refer to 49 CFR Part 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

11. The CITY determines other documented good cause.

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

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

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

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• The DBE's response to CONSULTANT’s written notice, if received. If a written response was not provided, provide a statement to that effect.

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

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

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

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

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

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

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

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

The CITY shall request CONSULTANT to:

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

2. Provide this notification before starting the affected work

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

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

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

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

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

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In the CITY’s reports of DBE participation to Caltrans, the CITY must display both commitments and attainments.

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

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

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

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

CONSULTANT must submit to the CITY these quarterly evaluations and

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validations by the 5th of the month for the previous three months of work.

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

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

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

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

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

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commercially useful function on the Contract, CONSULTANT may have good cause to request termination of the DBE.

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

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

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

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

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

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

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

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

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

EXHIBIT E

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

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

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RESOLUTION NO. 25-______

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

CALL CONSULTANT AND PROFESSIONAL SERVICES AGREEMENTS TO CSG CONSULTANTS, INC. FOR CONSTRUCTION MANAGEMENT SERVICES RELATED TO THE CITY’S FEDERALLY FUNDED PROJECTS IN AN AMOUNT NOT TO EXCEED $500,000, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME WHEREAS, on September 26, 2023, the City Council authorized an on-call Consultant and Professional Services Agreement with CSG Consultants, Inc. (CSG) in an amount not to exceed $500,000, with a contract term through June 30, 2026, and two one-year extension options after a formal, competitive Request for Proposals (RFP) process had been conducted in accordance with federal funding requirements; and
WHEREAS, the full $500,000 authorized under the existing contract (Contract No. 24-PW070) has been expended or encumbered, primarily for services related to the Navigation Center project, with CSG also providing ongoing support for the Police Department Building and the temporary Police Dispatch Unit projects; and
WHEREAS, based on CSG’s proven performance and the City’s continued need for construction management services, staff recommends awarding a new on-call agreement with CSG in an amount not to exceed $500,000.

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

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

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

AYES:

NOES:

ABSENT:

ABSTAIN

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____________________________________

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

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

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

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

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

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

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

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

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Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 12 actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant’s operations, or any subcontractor’s operations, related to costs or benefits associated with California Public Employment Retirement System (CalPERS) membership where Consultant supplies a CalPERS member who CalPERS determines is subject to enrollment.

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

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

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

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

8. Independent Contractor. Consultant is an independent contractor.

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

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Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 12 subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

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

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

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

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

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

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

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Consultant and Professional Services Agreement (Revised 05-2025) Page 4 of 12 Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant.

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

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

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

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

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

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

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

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Consultant and Professional Services Agreement (Revised 05-2025) Page 5 of 12 subcontractor or agent of Consultant (Assigned Individual) any California Public Employment Retirement System (CalPERS) member or annuitant in connection with the provision of services under this Agreement. Nor shall Consultant allow any of its subcontractors, agents, or other representatives to employ CalPERS members or annuitants for the purpose of performing work under this Agreement.

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

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

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

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

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

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

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

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

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

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Consultant and Professional Services Agreement (Revised 05-2025) Page 6 of 12 or not, as of the date of termination and not otherwise previously delivered.

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

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

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

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

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

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

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Consultant and Professional Services Agreement (Revised 05-2025) Page 7 of 12 of this contract shall not be construed to imply authorization for Consultant to use subcontractors for performance of any service under this Agreement.

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

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

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

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

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

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

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

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Consultant and Professional Services Agreement (Revised 05-2025) Page 8 of 12 and City ordinances and regulations hereinafter enacted.

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

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

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.

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,

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Consultant and Professional Services Agreement (Revised 05-2025) Page 9 of 12 that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party’s draftsmanship thereof.

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.

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.

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

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

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

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

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:

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Consultant and Professional Services Agreement (Revised 05-2025) Page 11 of 12 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

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

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

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

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

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

By: ____________________
Armond Sarkis
Risk Manager

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

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

EXHIBIT A

SCOPE OF WORK

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

Public Works Director
City of Vallejo -Public Works Department
555 Santa Clara Street
Vallejo, CA 94590
The Consultant’s Representative for this Agreement is:

2. Services to be Provided. Consultant shall provide On-Call Construction Management (federal) services for specific projects as may be requested by the City Engineer or staff; such services shall be defined, scheduled, and authorized in subsequent Statement of Works.

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

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

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On-Call Consultant and Professional Services Agreement (5-2025) Page 2 of 3 Exhibit A – Scope of Work
Attachment 1 of Exhibit A

CITY OF VALLEJO

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

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

SECTION 1. SCOPE OF WORK.

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

SECTION 3. ESTIMATED COST AND COMPENSATION.

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

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On-Call Consultant and Professional Services Agreement (5-2025) Page 3 of 3 Exhibit A – Scope of Work
IN WITNESS WHEREOF, the parties have executed this agreement on the day and year shown below the name of each of the parties.

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

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

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

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

B. Additional Services:

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

4. Payments to Consultant.

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On-Call Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 2 Exhibit B - Compensation
be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

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

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

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

5. Name of City Project Manager or Representative

6. Social Security Number or Taxpayer Identification Number

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

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

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

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

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On-Call Consultant and Professional Services Agreement –Const. Management Fed - CSGPage 1 of 3 Exhibit C -Insurance Requirements

EXHIBIT C

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

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:

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

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

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:

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.

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On-Call Consultant and Professional Services Agreement –Const. Management Fed - CSGPage 3 of 3 Exhibit C -Insurance Requirements
City.

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.

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

EXHIBIT D

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

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

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

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

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

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

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

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

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

L. The period of performance for Statement of Work shall be in accordance with dates specified in the Statement of Work. No Statement of Work will be written which extends beyond the expiration date of this AGREEMENT.

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

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

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

B. CITY may temporarily suspend this AGREEMENT, at no additional cost to

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On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
CITY, provided that CONSULTANT is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If CITY gives such notice of temporary suspension, CONSULTANT shall immediately suspend its activities under this AGREEMENT. A temporary suspension may be issued concurrently with the notice of termination.

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

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On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
AGREEMENT. All parties, including the CONSULTANT’s Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT. CITY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the CONSULTANT, sub-consultants, and the CONSULTANT’s Independent CPA, that are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.

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

D. CONSULTANT and sub-consultant AGREEMENTs, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review, it is CONSULTANT’s responsibility to ensure federal, CITY, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by CITY Contract Administrator to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the AGREEMENT by this reference if directed by CITY at its sole discretion.

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

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

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

C. Any sub agreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subcontractors unless otherwise noted.

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

E. Any substitution of Subcontractors must be approved in writing by the

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On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
CITY Contract Administrator in advance of assigning work to a substitute Subcontractor.

CONSULTANT or subconsultant shall return all monies withheld in retention from all subconsultants within 15 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the CITY. Any delay or postponement of payment may take place only for good cause and with the CITY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT; deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to

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On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
both DBE and non-DBE subconsultants. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract performance, or noncompliance by a subconsultant.

8. ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL

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

1. CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, CITY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the equipment and credit CITY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established CITY procedures; and credit CITY in an amount equal to the sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by CITY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by CITY.

2. Regulation 2 CFR Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand

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On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
dollars ($5,000) is credited to the project.

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

D. Payroll Records

1. Each CONSULTANT and sub-consultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the CONSULTANT or sub- consultant in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct. b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the

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

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On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
consultant fails to comply within the ten (10) day period, he or she shall, as a penalty to CITY, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Such penalties shall be withheld by CITY from payments then due. CONSULTANT is not subject to a penalty assessment pursuant to this section due to the failure of a sub-consultant to comply with this section.

F. Penalty

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

6. If CITY determines that employees of a sub-consultant were not paid the general prevailing rate of per diem wages and if CITY did not retain sufficient money under the AGREEMENT to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the CONSULTANT shall withhold an amount of moneys due the sub-consultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by CITY.

G. Hours of Labor: Eight (8) hours of labor constitutes a legal day's work.

The CONSULTANT shall forfeit, as a penalty to the CITY, twenty-five dollars ($25) for each worker employed in the execution of the AGREEMENT by the CONSULTANT or any of its sub-consultants for each calendar day during which

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On-Call Consultant and Professional Services Agreement –Construction Management Fed -CSG Exhibit D
such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in §1815.

H. Employment of Apprentices

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

C. The CONSULTANT hereby certifies that it does not now have, nor shall it

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acquire any financial or business interest that would conflict with the performance of services under this AGREEMENT.

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

11. ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL

12. ARTICLE XV Prohibition of Expending City, State, or Federal Funds for Lobbying
A. The CONSULTANT certifies, to the best of his or her knowledge and belief, that:
a. No State, Federal, or CITY appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT, to any person for influencing or attempting to influence an officer or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension, continuation, renewal, amendment, or modification of this AGREEMENT.

B. This certification is a material representation of fact upon which reliance

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

C. CONSULTANT and sub-consultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by CITY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a- f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.

D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any

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time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this clause.

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

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

I. CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the CITY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

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the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager.

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

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

3. Does not have a proposed debarment pending; and

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

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

CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate Good Faith Efforts (GFE) to meet this goal. It is CONSULTANT’s responsibility to verify at date of proposal opening that the DBE firm is certified as a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

11. The CITY determines other documented good cause.

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

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

3. Submit CONSULTANT’s DBE termination request by written letter to the CITY and include:
• One or more above listed justifiable reasons along with supporting documentation.
• CONSULTANT’s written notice to the DBE regarding the request, including proof of transmission and tracking documentation of CONSULTANT’s written notice
• The DBE's response to CONSULTANT’s written notice, if received. If a written response was not provided, provide a statement to that effect.

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

G. Replacement of DBE Subconsultants

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

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

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

Submit documentation of actions taken to find a DBE replacement firm, such as:
• Search results of certified DBEs available to perform the original DBE work identified and or other work CONSULTANT had intended to self- perform, to the extent needed to meet DBE commitment
• Solicitations of DBEs for performance of work identified • Correspondence with interested DBEs that may have included contract details and requirements
• Negotiation efforts with DBEs that reflect why an agreement was not reached
• If a DBE's quote was rejected, provide reasoning for the rejection, such as why the DBE was unqualified for the work, or why the price quote was unreasonable or excessive
• Copies of each DBE's and non-DBE's price quotes for work identified, as the CITY may contact the firms to verify solicitation efforts and determine if the DBE quotes are substantially higher
• Additional documentation that supports CONSULTANT’s GFE The CITY shall respond in writing to CONSULTANT’s DBE replacement request

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within five (5) business days.

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

The CITY shall request CONSULTANT to:

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

2. Provide this notification before starting the affected work

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

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

In the CITY’s reports of DBE participation to Caltrans, the CITY must display both commitments and attainments.

I. Commercially Useful Function
DBEs must perform a commercially useful function (CUF) under 49 CFR 26.55

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

CONSULTANT must submit to the CITY these quarterly evaluations and validations by the 5th of the month for the previous three months of work.

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

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

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

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

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particularly those in which DBEs do not participate.

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

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

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

EXHIBIT E

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

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

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ACTION ITEM 7.E.

DATE: June 3, 2025
TO: Mayor and Members of the City Council
FROM: Gillian Haen, Assistant City Manager
Natalie Peterson, Assistant to the City Manager
SUBJECT: ADOPT A RESOLUTION APPROVING A LEASE AND OPERATOR AGREEMENT FOR THE BROADWAY PROJECT WITH SHELTER, INC. AND FIRM FOUNDATION

COMMUNITY HOUSING AND PROVIDING NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2024-2025 BUDGET IN THE AMOUNT OF $642,860.94 OF OPIOID LITIGATION

FUND BALANCE TO SUPPORT THE PROJECT

RECOMMENDATION
Adopt a resolution approving a Lease and Operator Agreement for the Broadway Project with Shelter, Inc. and Firm Foundation Community Housing and providing notice of intent to amend the fiscal year 2024-2025 budget in the amount of $642,860.94 of Opioid Litigation Fund Balance to support the Project (step 1 of 2).

REASONS FOR RECOMMENDATION
In May 2022 the City of Vallejo was awarded the Homekey grant with your co-applicants Firm Foundation Community Housing (developer) and Shelter, Inc, (operator) for the development of a Permanent Supportive Housing (PSH) Project commonly referred to as the Broadway Project. With the project nearing completion, the City is preparing to enter into a lease and property management agreement with Shelter and Firm the Broadway Project.

The Vallejo Housing Authority Board has adopted a resolution awarding Project Based Vouchers to the project, which will cover the operations of the project. There will be up to a 90 day operational funding gap from when the project is ready to open and move individuals in and when the project based vouchers are assigned to the units. Staff are requesting Opioid Litigation Funding to cover the 90 day operational gap, funding for equipment and furniture and funding to cover the remaining construction costs for the project.

BACKGROUND AND DISCUSSION
On May 10, 2022, the City of Vallejo (City), Firm Foundation Community Housing (Firm), and Shelter, Inc. (Shelter) were awarded a California Department of Housing and Community Development (HCD) Homekey Program (“Homekey”) Round 2 Grant of $11,621,866. Grant funds were approved to be used by Firm Foundation to develop and build a permanent supportive housing project to house chronically homeless individuals in Vallejo. On June 10, 2022, the Council accepted the grant and amended the City’s budget to receive the grant. On June 14, 2022, the Council approved a resolution to appropriate Homekey Round 2 grant funding for the Broadway Project.

The Homekey Grant Program allowed eligible applicants such as the City to act as co-applicants with the project developer (Firm) and operator (Shelter).

The Project
The Broadway Project ("Project") is a permanent supportive modular housing project designed to house the chronically homeless. The estimated total cost of construction of the Project is $27M. Construction began on September 19, 2022, and is anticipated to be completed in June 2025. The property is anticipated to be fully

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Date: June 3, 2025
Subject: ADOPT A RESOLUTION APPROVING A LEASE AND OPERATOR AGREEMENT FOR THE BROADWAY PROJECT WITH SHELTER, INC. AND FIRM FOUNDATION

COMMUNITY HOUSING AND PROVIDING NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2024-2025 BUDGET IN THE AMOUNT OF $642,860.94 OF OPIOID

LITIGATION FUND BALANCE TO SUPPORT THE PROJECT

Page 2 ends

leased and fully occupied within 90 days of construction completion. Firm Foundation currently owns the property and manages the Project construction in compliance with Homekey deliverables and timeline regulations. The Project will include 47 permanent supportive housing units (studios), affordable to extremely low to very low-income households, an on-site manager unit, a community room and courtyard. On-site wrap- around services will be provided by Shelter, Inc., to facilitate connections to services, benefits, and community resources.

Project Funding
On May 10, 2022, the City of Vallejo, Firm Foundation Community Housing and Shelter Inc. were awarded a California Department of Housing and Community Development (HCD) Homekey Program (“Homekey”) Round 2 Grant of $11,621,866 to develop and build a permanent supportive housing project to house chronically homeless individuals. On June 10, 2022, the Council accepted the grant and amended the City’s Budget to receive the grant. On June 14, 2022, the Council approved a resolution to appropriate Homekey Round 2 grant funding for the Broadway Project.

The existing State, County, City and Housing Authority funding amounts for the Broadway Project are summarized below:

Funding Source Amount
State of CA Homekey $11,621,866
City of Vallejo American Rescue Plan Act (ARPA) $192,740 Solano County American Rescue Plan Act (ARPA) $3,000,000 City of Vallejo American Rescue Plan ACT (ARPA) $200,000 Infill Infrastructure Grant Program $2,559,656
Wells Fargo Grant* $90,000
LMIHAF Loan $3,300,000
City of Vallejo American Rescue Plan Act (ARPA) $3,270,335 Measure P Loan Funding $2,879,665
Total project funding $27,114,262
*Awarded directly to Firm Foundation

Lease and Operator Agreement
The Lease and Operator Agreement is a three-party agreement between the City, Firm and Shelter. The Agreement covers management and operations of the project, project accounts (operating, security deposits, and reserve accounts), taxes, utilities, liens and assignments, defaults and remedies, insurance requirements and legal requirements, among other terms and requirements.

Firm currently owns the property and Shelter will be the operator of the project. An item will come before Council prior to initiating the option to take ownership of the property.

Project Based Vouchers
The operations for the Navigation Center, including property management and wrap-around services, will be covered through the payment of the Project Based Vouchers.

Project-based vouchers (PBVs) are a component of a public housing agency’s (PHA’s) Housing Choice Voucher (HCV) Program. Project-based vouchers provide long-term affordable housing contracts for households with very low or extremely low incomes. These vouchers are part of the HCV Program, and are attached to specific units, unlike most housing choice vouchers, which are tenant-based. The PBV Program

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Date: June 3, 2025
Subject: ADOPT A RESOLUTION APPROVING A LEASE AND OPERATOR AGREEMENT FOR THE BROADWAY PROJECT WITH SHELTER, INC. AND FIRM FOUNDATION

COMMUNITY HOUSING AND PROVIDING NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2024-2025 BUDGET IN THE AMOUNT OF $642,860.94 OF OPIOID

LITIGATION FUND BALANCE TO SUPPORT THE PROJECT

Page 3 ends

aims to encourage new housing development, increase the use of vouchers, and assist senior, family, and workforce housing. PBVs can be used for new construction, rehabilitation, or units in existing buildings. The property owner agrees to rehabilitate or construct the units or set aside a portion of the units in an existing development. Rehabilitation or existing units for PBV projects must enter into a Housing Assistance Payment (HAP) contract with the local public housing authority for a contract term of one year up to 20 years, including the option for extensions of up to an additional 20 years. On December 3, 2024, the 2024 PBV Request for Proposals (RFP) for new construction, existing housing, and rehabilitated units was published. January 22, 2025, through an application review panel, the proposal for the Broadway Village Project for existing housing units was ranked, scored, and selected according to the application requirements and scoring criteria.

On May 20, 2025, the Housing and Community Development Commission adopted a resolution recommending that the Housing Authority of the City of Vallejo Board of Directors award 47 project-based vouchers and approve the execution of the Project-Based Voucher Agreement Housing Assistance Payment (HAP) contract with Firm Foundation Community Housing for the property located at 2441 Broadway Street, Vallejo, CA 94589, commonly known as the Broadway Village Project.

On May 27, 2025, the Vallejo Housing Authority (VHA) Board adopted a Resolution approving the award and ratifying forty-seven (47) project-based vouchers (PBV) to Firm Foundation Community Housing and approving a PBV HAP contract for a term of up to 20 years, with extensions. The contract, including any approved extensions, would not exceed 40 years.

Funding Gaps
At the May 27, 2025 Council Meeting, the City Council requested that staff bring forward all known funding gaps to have a full understanding of all funding needed in order to complete the Project and open its doors.

The complete funding gap for construction, beginning operations, and furniture and equipment is $891,080.

90-Day Operational Funding Gap – The VHA Board awarded PBVs to the project, which are intended to cover the operating needs of the project. There is up to a 90-day difference from when the project will be able to begin moving people in until the PBV payments get initiated and begin funding the operations. The 90-day operating budget is $219,213 (at $73,071 per month).

Furniture, Equipment and Miscellaneous – In order to open the project once construction is complete, the facility needs to be furnished and equipment installed. The funding requested in the amount of $417,867 covers furniture and equipment for the participants, technology needs, and other miscellaneous needs (attachment “Operational Transitional Budget”).

Construction Gap – As of May 25, 2025, there is a construction gap of $558,287 for the project, which includes a $200,000 contingency for hard costs. (attachment “Broadway Capital cost funding gap projection”)

Opioid Funding Request
The State of California joined national lawsuits against manufacturers, distributors, and other entities responsible for aiding the opioid epidemic and anticipates receiving funds from several opioid judgments.

Monies from settlements and bankruptcies are provided to states, cities, and counties through different Fund Accounts pursuant to the relevant National Opiod Settlement Agreements, National Mallinckrodt Bankruptcy Plan, and Endo Public Opioid Trust Agreement. California elected to distribute the majority of Mallinckrodt and Endo funds to participating cities and counties for opioid remediation activities at the local level.

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Date: June 3, 2025
Subject: ADOPT A RESOLUTION APPROVING A LEASE AND OPERATOR AGREEMENT FOR THE BROADWAY PROJECT WITH SHELTER, INC. AND FIRM FOUNDATION

COMMUNITY HOUSING AND PROVIDING NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2024-2025 BUDGET IN THE AMOUNT OF $642,860.94 OF OPIOID

LITIGATION FUND BALANCE TO SUPPORT THE PROJECT

Page 4 ends

The use of those opioid litigation funds is highly restricted, and funds must be used for opioid remediation purposes (attached). Additionally, the State of California requires that at least 50% of Opioid funding be used toward "High Impact Abatement Activities (HIAA)":

High Impact Abatement Activities (HIAA)

No. Activity
1 Provision of matching funds of operating costs of substance use disorder (SUD) facilities within the Behavioral Heal Continuum Infrastructure Program (BHCIP) 2 Creating new or expanded SUD treatment infrastructure 3 Addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD 4 Diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction 5 Interventions to prevent drug addiction in vulnerable youth 6 The purchase of naloxone for local entities, including for distribution efforts to expand access to naloxone for opioid overdose reversals

The City of Vallejo to date has received $1,293,818.94 through the opioid fund accounts. The City receives annual allocations of funding based on the specific settlement agreements with the drug manufacturing companies and distributing companies. It is currently anticipated that these annual allocations over the next several years will be roughly $200,000 per year. Funding is distributed to the state, counties and cities as the lawsuits settle. It is anticipated that the City of Vallejo will receive future funding, but the total amount is not yet known. Council has allocated $650,958 of the funding towards other projects, leaving $642,860.94 available.

The Broadway Project will provide individual case management, connecting people to social and medical services, including substance-use disorder programs. Participants will have access to job training and assistance as they become permanently housed. With the population being served and the services being provided, staff believe that the project fulfills HIAA items #3 and #4 and that the funding for the Broadway Project operations and start-up costs are valid uses of these funds.

According to the 2024 Point in Time (PIT) Count, there are 1,725 unhoused individuals in Solano County, with 682 residing in Vallejo. The report further details that of the 1,725 County-wide unhoused population, 39.3% of the individuals self-reported substance use. With nearly 40% of the population reporting substance use, there is a high likelihood that the many individuals being supported by the Navigation Center will have substance- use disorders and benefit from the services provided.

FISCAL IMPACT
Staff is providing notice of intent to amend the fiscal year 2024-2025 budget in the amount of $642,890.94 from the Opioid Litigation Funds to support the opening of the Broadway Project. Staff will be back at a future meeting to complete the second step of this two-step process.

ENVIRONMENTAL REVIEW

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Date: June 3, 2025
Subject: ADOPT A RESOLUTION APPROVING A LEASE AND OPERATOR AGREEMENT FOR THE BROADWAY PROJECT WITH SHELTER, INC. AND FIRM FOUNDATION

COMMUNITY HOUSING AND PROVIDING NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2024-2025 BUDGET IN THE AMOUNT OF $642,860.94 OF OPIOID

LITIGATION FUND BALANCE TO SUPPORT THE PROJECT

Page 5 ends

The City filed a Notice of Exemption with the Clerk of the Board of Supervisors of the County of Solano and with the Office of Planning and Research for the Broadway Project on July 6, 2022.

ATTACHMENTS

1. Resolution Approving Lease and Operator Agreement for the Broadway Project_CAO Stamp

2. Broadway Lease and Operator Agreement_CAO Stamp

3. Exhibit B - Annual Operating Budget

4. Exhibit C - Resident Selection Plan

5. Broadway Village Management Plan May 2025 FINAL

6. Language Assistance Available POSTER 1

7. Limited English Proficiency (LEP) and Language Access Plan (LAP) FINAL

8. Broadway Capital Cost Funding Gap Projection

9. Operational Transitional Budget

10. VAWA Policies and Procedures - May 2025 FINAL

11. Broadway Village Affirmative Marketing Plan May 2025 FINAL

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

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RESOLUTION NO. 25- _____ N.C.

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

LEASE AND OPERATOR AGREEMENT FOR THE BROADWAY PROJECT WITH SHELTER, INC. AND FIRM FOUNDATION COMMUNITY HOUSING
WHEREAS, addressing housing and homelessness is a multi-year City Council priority; and WHEREAS, on May 10, 2022 the City of Vallejo (City), Firm Foundation Community Housing (Firm), and Shelter, Inc. (Shelter) were awarded a California Department of Housing and Community Development (HCD) Homekey Program (“Homekey”) Round 2 Grant of $11,621,866 for the construction of a permanent supportive modular housing project designed to house the chronically homeless (the “Broadway Project”); and
WHEREAS, the Broadway Project is located at 2241 Broadway Street, in Vallejo; and WHEREAS, on June 10, 2022, the Council accepted the grant and amended the City’s budget to receive the grant funding and on June 14, 2022, the Council approved a resolution to appropriate Homekey Round 2 grant funding for the Broadway Project; and WHEREAS, Shelter, Inc., as a co-grantee of the Homekey funding, is the HCD-approved operator for the Broadway Project and will provide services to the Participants; and WHEREAS, Firm is the current owner of the Broadway Project property.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Vallejo hereby approves the Lease and Operator Agreement between the City of Vallejo, Firm Foundation Community Housing, and Shelter, Inc. for the Broadway Project.

BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreement, with any modifications recommended by the City Attorney and the City Clerk to attest. .

Adopted by the Council of the City of Vallejo at a special meeting held on June 3, 2025 with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_________________________________________

ANDREA SORCE, MAYOR

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ATTEST: _________________________________________
DAWN G. ABRAHAMSON, CITY CLERK

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1 LEASE AND OPERATOR AGREEMENT
Broadway Village – Permanent Supportive Housing
2441 Broadway St. Vallejo, CA
This Lease and Operator Agreement (“Agreement”) is entered into as of ___________, 2025 (the “Effective Date”), by and between the City of Vallejo, a municipal corporation (“City”), Firm Foundation Community Housing, a California nonprofit public benefit corporation (“Lessor” or “Firm”) and SHELTER, Inc., a California nonprofit public benefit corporation (“Lessee”). The Lessor, Lessee and City together may be referred to herein as the “Parties.”

RECITALS
A. The Lessor is the fee owner of the real property consisting of approximately 0.53 acres of land, located in the City of Vallejo, commonly known as 2441 Broadway St. Vallejo, CA, 94589, as more particularly described in Exhibit A, attached hereto and incorporated herein by reference (“Site”), with improvements including two buildings consisting generally of, forty-seven (47) studio units and one one-bedroom Manager’s Unit, a lobby, four (4) staff offices, laundry room, community room, two community restrooms, elevator, mechanical, storage and trash rooms, a courtyard, and on-site parking area, and all apparatus, equipment, and appliances used in connection with the operation or occupancy of the Site and its improvements (the “Project”, and together with the Site, the “Premises”).

B. Acquisition of the Site and construction of the Project was funded by a combination of Public and Private Grants and Loans, which are evidenced by the following: (1) California Department of Housing and Community Development (“HCD”) Project Homekey Round 2 Grant Standard Agreement in the amount of $11,621,866 awarded to the City, Firm Foundation Community Housing (“Firm”), and Lessee (“Homekey Grant”); (2) City of Vallejo American Rescue Plan Act (“ARPA”) Grant Agreement in the total amount of $3,663,075 awarded to Firm; (3) County of Solano American Rescue Plan Act (ARPA) Grant Funding Agreement in the amount of $3,000,000 awarded to the City; (4) HCD Infill Infrastructure Grant (IIG) Grant Agreement in the amount of $2,559,656 awarded to City; (5) Wells Fargo Grant Agreement in the amount of $90,000 awarded to Firm; (6) City of Vallejo Low and Moderate-Income Housing Asset Fund (LMIHAF) Loan Agreement in the amount of $3,300,000 awarded to Firm, including the LMIHAF Note and Deed of Trust;; (7) City of Vallejo Measure P Loan Agreement in the amount of $2,879,665 awarded to Firm, including the Measure P Note and Deed of Trust (collectively, the “Funding Agreements”).

C. It is anticipated that City may become the Owner of the Premises upon the final completion and issuance of a final certificate of occupancy for the Project by exercising an option as set forth in that certain Option Agreement dated September 25, 2024 (“Option Agreement”).

If the City Council of the City of Vallejo approves the Option Agreement for the transfer of the Premises from Firm to City, the City (or the City’s designee) would assume as the Lessor this Lease and Operator Agreement.

D. The City believes that the fulfillment of the terms and conditions of this Agreement are in the vital and best interests of the City and the health, safety, and welfare of its residents and in compliance with all applicable laws, rules, regulations and policies.

E. Lessor, Lessee and City wish to enter into this Agreement to provide for Lessee’s leasing, operation, and maintenance of the Premises.

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2 F. Pursuant to and/or in conjunction with the Funding Agreements, certain regulatory agreements affecting the Premises and the operation thereof have been entered into by and between City and Firm and/or among the Parties, including: (1) Homekey Declaration of Restrictive Covenants; (2) LMIHAF Loan Affordability Agreement; (3) IIG Declaration of Restrictive Covenants; (4) City of Vallejo ARPA Affordable Housing Agreement and Covenants; and (5) Measure P Loan Affordability Agreement (collectively, the “Regulatory Agreements”).

NOW THEREFORE, in consideration of the mutual obligations of the Parties hereto, City, Lessor and Lessee hereby agree as follows:

1. DEFINITIONS
Terms used herein have the meanings given them when first used or as set forth in this Article 1, unless the context clearly requires otherwise.

1.1.Agents means agents, affiliates, subsidiaries, licensees, contractors, subcontractors, and each of the persons acting by, through or under each of them, and their respective, legal representatives, successors and assigns of the Parties.

1.2.Annual Subsidy means the Project Based Voucher (“PBV”) funds paid by the Vallejo Housing Authority to Lessee as are recognized in the Annual Operating Budget (Exhibit E).

1.3.Annual Operating Budget means the operating budget for the Premises submitted by Lessee and approved by City in the form attached hereto as Exhibit B, as may be amended by Lessee and City from time to time, and subject to the provisions of this Agreement.

1.4.Applicable Legal Requirements means all applicable statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or governmental agency, including but not limited to fair housing laws.

1.5.Chronically Homeless has the meaning as defined in accordance with Part 578.3 of Title 24 of the Code of Federal Regulations.

1.6.Coordinated Entry System (CES) means the system that is designed to assess, match and prioritize people experiencing homelessness to housing. The CES organizes the County’s Homelessness Response System with a common, population-specific assessment, centralized data system, and prioritization method. Eligibility criteria for housing varies upon the subsidy funding source and may include meeting a definition of homelessness at the time of referral and placement, enrollment in specific benefits programs, income criteria and/or the ability to live independently within the structure of the housing program. Participants who meet eligibility criteria are prioritized based on various criteria, such as levels of vulnerability and needs, length and history of homelessness, and severity of housing barriers.

1.7.Effective Date means the date that the Project receives a Temporary Certificate of Occupancy .

1.8.Housing First means the evidence-based model that uses housing as a tool, rather than a reward, for recovery and that centers on providing or connecting homeless people to permanent housing as quickly as possible. Housing First providers offer services as needed and requested on a voluntary basis and do not make housing contingent on

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3 participation in services as described in the Welfare and Institutions Code section 8255.

1.9.Invitees means all clients, customers, vendors, invitees, guests, or licensees, but excluding the PSH Residents.

1.10.Permanent Supportive Housing or PSH means permanent housing in which housing assistance and supportive services are provided to assist households with at least one member with a disability in achieving housing stability.

1.11.Project Expenses means the following necessary and reasonable costs, to be detailed in, the Annual Operating Budget: (a) all charges incurred in the operation of the Project for utilities, real estate and/or possessory interest taxes, assessments, and liability, fire, and other hazard insurance premiums; (b) salaries, wages, and other compensation due and payable to the employees or agents of the Lessee who maintain, administer, operate, or provide services in connection with the Permanent Supportive Housing at the Project, including all withholding taxes, insurance premiums, Social Security payments and other payroll taxes or payments required for such employees; (c) all other expenses actually incurred by the Lessee to cover any and all operating and services provision costs of the Project, including maintenance and repair; (d) reasonable costs to prepare financial audits and asset management reports required by City for City-owned property or funders to the Project, and reasonable legal costs, including costs to enforce PSH Leases; (e) deposits to reserves accounts required to be established under this Agreement or by City under a separate agreement; (f) if applicable, approved annual asset management fees indicated in the Annual Operating Budget; and (g) any extraordinary.

1.12.Project Income means all income and receipts in any form received by the Lessee from the use or operation of the Premises, including, but not limited to, the following: (a) rents, fees, charges, and deposits (other than PSH Resident’s refundable security deposits); (b) Section 8 or other rental subsidy payments received for the PSH Residents and/or the Project; (c) price index adjustments and any other rental adjustments to leases or rental agreements; (d) proceeds from vending and laundry room machine; (e) the proceeds of business interruption or other insurance; (f) any accrued interest disbursed from any reserve account required under this Agreement for a purpose other than that for which the reserve account was established; (g) any reimbursements and other charges that may be paid to Lessee in connection with the Project; and (h) other consideration actually received from the Project, including non-residential uses of the Premises. Project Income does not include interest accruing on any PSH Residents’ refundable security deposits.

1.13.Project Operating Account means the Lessee’s bank account used to credit and debit all Project Income, other than the security deposit payments, including advances and reimbursements, and Project Expenses. The Project Operating Account should be established in the Lessee’s name. All Project expenses and Project Income within said bank account shall be separately accounted for by Lessee.

1.14.Project Reserves has the meaning set forth in Section 6.3 hereof.

1.15.PSH Lease has the meaning set forth in Section 5.3.1 hereof.

1.16.PSH Program Rules means the program rules and requirements prepared by Lessee and approved by City, as amended and approved from time to time, for the operation and use of Permanent Supportive Housing, including but not limited to the rules and requirements described in the Resident Selection Plan for the Premises, attached hereto as Exhibit C and incorporated herein by reference, and the PSH and PBV Leases.

1.17.PSH Residents means formerly homeless and income-eligible individuals or other households that are deemed eligible for Permanent Supportive Housing, which are: i)

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4 referred to Lessee through the Coordinated Entry System and/or other initiatives serving high priority individuals in coordination with the Coordinated Entry System; ii) have been approved by the Vallejo Housing Authority (“VHA”) for the use of a PBV as outlined in the Housing Assistance Payment Contract between VHA and Lessee and iii) executed a PSH Lease with Lessee in accordance with Section 5.3.1 hereof.

2. PREMISES

2.1. Premises. Subject to the provisions of this Agreement, the Lessor hereby leases to Lessee, and Lessee hereby leases from the Lessor, the Premises, together with reasonable rights of ingress and egress to and from the Premises. Lessee has the non- exclusiveexclusive right to use, together with any other tenants or sub-tenants authorized by Lessor and City, the lobby, parking lot, residential corridors, elevator, stairways, community room, and other public areas of the Premises (collectively, the “Common Areas”), and the non-exclusive right of access to and from the Premises by the main entrances to the Buildings and the Premises; provided, however, nothing in this Section shall be deemed to grant, or otherwise permit, any individual member of the general public any right to use or occupy any portion of the Premises.

2.2. As Is Condition.

LESSEE ACKNOWLEDGES AND AGREES THAT THE PREMISES ARE BEING LEASED AND ACCEPTED IN THEIR “AS IS” CONDITION, WITHOUT

REPRESENTATION OR WARRANTY OF ANY KIND, AND SUBJECT TO ALL

APPLICABLE LEGAL REQUIREMENTS GOVERNING THEIR USE,
OCCUPANCY, AND POSSESSION. L E S S E E ACKNOWLEDGES AND AGREES

THAT NEITHER LESSOR, CITY, NOR ANY OF THEIR RESPECTIVE AGENTS

HAVE MADE, AND LESSOR AND CITY DISCLAIM, ANY REPRESENTATIONS

OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PREMISES, THE

PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PREMISES, OR ANY

OTHER MATTER WHATSOEVER RELATING TO THE PREMISES, INCLUDING

ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3. TERM

3.1. Term. The term of this Agreement (“Term”) will commence upon the Effective Date and will end June 16, 2037 (“Expiration Date”), unless sooner terminated or extended as provided in this Agreement. Lessor will deliver the Premises to Lessee on the Effective Date in the then existing as-is condition as provided in Section 2.2, with no obligation of Lessor or City to make any improvements, repairs, or alterations to the Premises.

3.2. If forty-seven (47) PBVs are not awarded to the Project or after award the Project is determined to be ineligible, unless caused by Lessee’s negligence or default (beyond applicable notice and cure periods) then Lessor, with the consent of City, or Lessee will have the right to terminate this Agreement upon at least one hundred and eighty (180) days written notice to the other party and without penalty.

3.3. Extension Option. The Lessor and Lessee may mutually agree to extend the Term (the “Extension Option”) for up to an additional five (5) years (the “Extension Term”) commencing on the Expiration Date. L e s s o r and Lessee may exercise the Extension Option at any time by mutually executed written notice no later than one hundred eighty (180) days before the Expiration Date, subject to any necessary City approvals. If the Extension Option is exercised, then this Agreement will cover the entire Premises for the Extension Term and will be upon all of the terms, covenants and conditions of this

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5 Agreement, and all references to the Term will then include the Extension Term.

3.4. Holding Over. Any holding over after expiration of the Term without the Lessor’s consent will constitute a default by Lessee and will entitle the Lessor to exercise any or all of its remedies at law and/or as provided in this Agreement, even if the Lessor elects to accept one or more payments of rent.

3.5. Termination Procedure. Upon termination of this Agreement, Lessee will assign to Lessor, or to Lessor’s assignee, all security deposits, any insurance proceeds applicable to the Premises, other Project funds (including all funds in the Project Operating Account), and PSH Resident leases or occupancy agreements that have been assumed or entered into by Lessee as of the Effective Date or properly entered into by Lessee in accordance with this Agreement. Lessor will assume all such funds and leases or occupancy agreements as of the date of the termination of this Agreement (“Assumed Leases”). In no event will Lessee be required to evict a PSH Resident who has executed a PSH Lease in conformity with this Agreement at the end of the Term. In addition, prior to termination of this Agreement, Lessee will provide to Lessor a schedule setting forth a list of all other contracts or agreements that Lessee has entered into relating to the Premises, together with true and accurate copies of all such documents, for Lessor’s review. Lessor will advise Lessee which contracts and agreements Lessor has elected that Lessee will assign to Lessor or Lessor’s assignee, and Lessor or Lessor’s assignee will assume upon termination of this Agreement (“Assumed Contracts”). At or before the termination of this Agreement, Lessee will terminate any contracts or agreements other than the Assumed Contracts and the Assumed Leases.

4. RENT
As of the Effective Date, Lessee has paid to the Lessor, as and for rent of the Premises for the Term hereunder, the sum of One Dollar and No/100 ($1.00), the receipt of which is hereby acknowledged by the Lessor.

5. MANAGEMENT & OPERATIONS

5.1. Permitted Uses. Lessee and Lessor hereby acknowledge and agree that during the Term, Lessee will only use the Premises to operate, maintain, and manage the Premises i) as Permanent Supportive Housing in accordance with PSH Program Rules; ii) in accordance with each and every provision of the Funding Agreements, Regulatory Agreements and all other agreements between the Parties; and iii) in accordance with all applicable restrictions and recorded conditions on title, including but not limited to any Project Homekey Declaration of Restrictive Covenants that may be recorded against the Premises on or after the Effective Date (if applicable), and for no other purposes. Lessor may allow one or more units at the Premises to be used as Lessee’s staff unit or Lessee’s management or office space, in its sole discretion. Lessee and Lessor further agree and acknowledge that the standard of care to be utilized by the Lessee shall be that of a professional property management company and homeless service provider utilizing all reasonable efforts to operate Permanent Supportive Housing at the Premises, and nothing in this Agreement shall impose liability on the Lessee for the acts of any PSH Residents except to the extent of the Lessee’s negligence, willful misconduct, or Lessee’s material breach of any term of this Agreement (beyond applicable notice and cure periods). In the event of any conflict between the terms of this Section and any other provision of this Agreement the terms of this Section shall control.

5.2. Project Income and Project Expenses; Operating Budget. Lessee will collect all rents from PSH Residents, and deposit all such funds in accordance with Article 6 below, which will be used in accordance with the Annual Operating Budget approved by the City and Lessor, as described in Exhibit B attached hereto. All Project Income will be

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6 used to pay Project Expenses. Lessee will communicate and coordinate with local, state and/or federal agencies, as needed, to process rental subsidies for PSH Residents. For PSH Residents paying a portion of their income towards rent, Lessee will assist with payment arrangements and will comply with PSH Program Rules and other applicable requirements governing the PSH Resident portion of rent.

5.3. Leasing.

5.3.1. PSH Residents. Upon referral by CES to Lessee of a prospective PSH Resident through the Coordinated Entry System, and prior to move-in, Lessee will perform application review, and execute a lease agreement, including all applicable addenda, which addenda shall include but not be limited to house rules, grievance procedure, and PSH lease addendum, on a form approved by the Lessor (each, a “PSH Lease”) with each prospective PSH Resident. Lessee will review the PSH Lease in its entirety with each prospective PSH Resident at the time of lease signing, including the applicable grievance policies and procedures and all addenda. Lessee will keep a signed copy of the PSH Lease in each PSH Resident’s file. Lessee will document, through photographs and a contemporaneously drafted report, any damage or issues requiring repair or refurbishment prior to move-in of a PSH Resident.

5.3.2. No Other Occupants. Lessee will not lease a unit nor enter into a new residential lease or rental agreement with anyone who is not referred to Lessee by the CES.

5.3.3. Housing First Principles, PSH Program Rules, and Applicable Legal Requirements. Lessee will adhere to and comply with Housing First Principles, PSH Program Rules, and Applicable Legal Requirements at all times, including but not limited to those principles, rules, and requirements regarding PSH Resident intake, PBV regulations as outlined in 24 CFR Part 983, reasonable accommodation, fair housing, and transfers when accepting referrals and placing PSH Residents into housing. Referrals must not be rejected on the basis of poor credit or financial history, poor or lack of rental history, criminal convictions unrelated to tenancy (except as respects convictions related to offences requiring registration pursuant to Penal Code Section 290 or other offences which disqualify a PSH Resident from the PBV Program), or behaviors that indicate a lack of “housing readiness.” Referrals may only be denied for reasons described in PSH Resident Selection Plan for the Premises, attached hereto as Exhibit C.

5.3.4. Wellness Checks. Lessee will conduct wellness checks and/or emergency safety checks in accordance with policy, internal agency policies and tenant laws to assess a PSH Resident’s safety when there is a reason to believe the Resident is at immediate and substantial risk due to a medical and/or psychiatric emergency.

5.3.5. Resident Feedback, Complaint and Follow-up Policies. Lessee will provide means for the PSH Residents to provide input, including the planning, design, and level of satisfaction with services. Feedback methods must include:

5.3.5.1 A complaint process, including a written complaint policy informing the PSH Residents how to report complaints; and

5.3.5.2 A written annual survey provided to the PSH Residents to gather feedback, measure satisfaction, and assess the effectiveness of services and systems provided at the Premises. Lessee will offer assistance to

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7 the PSH Residents with survey completion.

5.3.6. Translation and Interpreter Services. Lessee will ensure that translation and interpreter services are available to PSH Residents, as needed.

5.4. No Resident Displacement.

5.4.1. Lessee will be responsible for enforcing, and will take all reasonable actions to enforce, the terms and conditions of all PSH Lease, including, without limitation, the collection of all such rents when due; the preparation and delivery to PSH Residents of any appropriate late payment, default, or other notices; the conducting of exit interviews and walk-throughs; and the timely disbursement of all security deposits in accordance with this Agreement.

Subject to any privacy or other Applicable Legal Requirements, and in accordance with the standard of care described in Section 5.1 above, Lessee will use all reasonable efforts to ensure that all PSH Residents comply with the terms and conditions of their respective PSH Lease.

5.4.2. Lessee will not terminate the tenancy or refuse to renew any PSH Lease, except for material or repeated violations of the terms and conditions of such PSH Lease, for violation of Applicable Legal Requirements or other good cause.

Any termination or refusal to renew a PSH Lease for a PSH Resident shall be subject to notice to the City and must be preceded by written notice to the PSH Resident specifying the grounds for the action in accordance with Applicable Legal Requirements.

5.4.3. Lessee will at all times use a housing retention approach to enforcement of PSH Lease, including, but not limited to, proactive engagement in, and as applicable, collaboration with, support services, conversations and mediations with PSH Residents, and mediation strategies. Lessee will establish written agreements with support services and other service providers that provides services to the Premises to formalize collaboration and roles and responsibilities.

5.4.4. If a PSH Resident is facing housing instability, Lessee will provide, or as applicable, coordinate with support services staff to find creative ways to engage with PSH Residents to prevent housing loss. Lessee will participate in individual case conferences and team coordination meetings with appropriate response system programs as needed, to coordinate and collaborate regarding PSH Residents’ housing stability. Lessee will work with support services staff in communicating with and meeting with PSH Residents regarding behaviors and issues that put the PSH Resident at risk for housing instability. Lessee will initiate and participate in regular coordination meetings with support services staff to review PSH Residents at risk for eviction and strategize on how to support PSH Residents in maintaining their housing. Lessee will copy support services staff on all written communications to PSH Residents and keep a record of all written communications in the PSH Resident’s case file. Lessee will alert support services staff when PSH Residents give notice to leave the Premises and will keep a record of each PSH Resident’s forwarding address, whenever possible.

5.4.5. Lessee is required to follow the PSH Resident Selection Plan attached hereto as Exhibit C, and any other applicable PSH Program Rules governing admissions.

Except to the extent that the services are to be rendered to a specific population as described in the PSH Resident Selection Plan, such policies must be administered in a manner that the served population is accepted for care without discrimination on the basis of race, color, creed, religion, sex, sexual

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8 preference, source of income, age, marital status, physical or mental handicap, medical condition, national origin, ancestry, sexual orientation, gender identification, disability, veteran status and any and all additional classifications listed in any of the Funding Agreements, Regulatory Agreements, State and Federal law, as the same may be amended from time to time. The PSH Resident Selection Plan will be in writing and available to the public.

5.4.6. Lessee will integrate harm reduction principles into service delivery and agency structure.

5.4.7. Lessee will provide written notice to PSH Residents regarding issues that may impact housing stability including, but not limited to, non-payment of rent, lease violations or warnings, and conflicts with staff or other PSH Residents.

5.4.8. Lessee will at all times comply with all applicable requirements and landlord obligations of the PSH Lease.

5.4.9. Lessee will establish and maintain a written grievance procedure for PSH Residents which procedure shall be subject to City review and approval, which will include, at minimum, the following elements:

5.4.9.1. The name or title of the person or persons authorized to make a determination regarding the grievance;

5.4.9.2. The opportunity for the aggrieved party to discuss the grievance with those who will be making the determination;

5.4.9.3. The amount of time required for each step, including when a PSH Resident can expect a response; and

5.4.9.4. The email address and mailing address for the PSH Resident to contact at the City, as designated by City, after the PSH Resident has exhausted Lessee’s internal grievance procedure.

5.4.9.5. Lessee will post the grievance procedure at all times in a location visible to PSH Residents and provide a copy of the procedure and any amendments to City. In no event shall the grievance procedure waive, limit, or impair, the Lessee’s right to enforce a PSH Lease in accordance with and all Legal Requirements. In the event of any conflict between the preceding sentence and any other provision of this Agreement, the preceding sentence shall control.

5.5. Income Certifications.

5.5.1. Lessee will use all reasonable efforts to promptly obtain income certifications for all PSH Residents using standard certification forms applicable PBV voucher requirements, Project Homekey funding (if applicable) or other requirements of the Financing Agreements, the Regulatory Agreements, state and or Federal Law, that may apply. Annual income recertifications should generally be completed on the anniversary of a PSH Resident’s move-in date or within thirty (30) days thereof.

5.6. No Unlawful Uses or Nuisances.

5.6.1. Lessee will not use or occupy any portion of the Premises, or permit the use or occupancy thereof, in violation of any Applicable Legal Requirements, or permit to be carried on any use: (a) in violation of the conditions of any certificate of occupancy or the recorded conditions on title; (b) that is prohibited by the insurance policies carried by Lessee or Lessor; or (c) or that will increase

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9 in any way the existing premiums on (or otherwise affect) fire or any other insurance on the Premises or any personal property located on the Premises.

Lessee will take all efforts and precautions, to eliminate immediately any nuisances or hazards relating to its activities on or about the Premises.

5.6.2. Lessee will not cause and will make all reasonable efforts not to permit any waste, damage, or injury to any portion of the Premises. Lessee will inspect the interiors of the residential units at least once per month, with proper written notice to PSH Residents and will provide monthly updates of such inspections to the City and Lessor. Failure to perform such inspections and the corresponding updates to the City and Lessor shall be considered a material breach of this Agreement.

5.6.3. Lessee will not cause or permit the dumping or other disposal on, under or about the Premises of landfill, refuse or Hazardous Material, except any landfill associated with permitted construction and landscaping activities.

5.7. Service Objectives.

5.7.1. Lessee will use reasonable efforts, in accordance with the standard of care described in Section 5.1 above, to achieve the following service objectives, which may be amended from time to time by City with reasonable notice to Lessee:

5.7.1.1. Lessee will ensure that each unit, upon turnover, is clean and/or repaired within twenty-one (21) days, on average

5.7.1.2. Lessee will collect at least ninety percent (90%) of PSH Residents’ portions of monthly rent from occupied units.

5.7.1.3. Lessee will maintain a residential occupancy rate at the Premises of at least ninety-five percent (95%).

5.7.1.4. Annually with submission of the Annual Operating Budget, Lessee will provide a property management plan and a
preventative maintenance plan and schedule to City for review and approval.

5.7.1.5. Lessee will submit all required asset management and program reports on a timely basis to City and external funders, as applicable.

5.8. Outcome Objectives.

5.8.1. Lessee will use reasonable efforts, in accordance with the standard of care described in Section 5.1 above, to achieve the following outcome objectives, which may be amended from time to time by City with reasonable notice to Lessee:

5.8.1.1. Ninety percent (90%) of PSH Residents will maintain their housing for a minimum of twelve (12) months, move to other permanent housing, or be provided with more appropriate placements.

5.8.1.2. Eighty-five percent (85%) of PSH Resident lease violations will be resolved without loss of housing to PSH Residents.

5.8.1.3. At least seventy-five percent (75%) of PSH Residents will complete an annual resident satisfaction survey in accordance with Section

5.3.5.2 above, and of those responsive PSH Residents, eighty percent (80%) of PSH Residents indicate that they are satisfied or very satisfied with Lessee’s property management services.

5.9. Construction and Repairs.

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10 5.9.1. Lessee agrees that there will be no physical construction on the Premises during the Term, except in connection with any necessary repairs or alternations necessary to prepare or maintain the Premises or any portion thereof for occupancy as Permanent Supportive Housing. In addition, Lessee will not make or permit any Change (as defined below) in the Premises without the prior written approval of Lessor and City and subject to such terms and conditions as Lessor and City may require.

5.9.2. “Change” as used in this Section means any alteration, modification, addition and/or substitution of or to the Premises and/or the density of the Project which differs materially from that which existed upon the Effective Date and will include without limitation the interior or exterior design, exterior materials and/or exterior color. For purposes of the foregoing, exterior will mean and include the roof of the Project. Changes will not include repairs or maintenance in the normal course of operation of the Premises, or as may be required in an emergency to protect the safety and well-being of the PSH Residents, Lessee, or anyone lawfully permitted on the Premises.

5.9.3. Lessee will safeguard the physical and financial health of the Premises and will provide a capital needs assessment for review by Lessor and City upon request from City or Lessor and provide other property financial performance and compliance reports as requested by the City or Lessor.

5.9.4. Lessor or City may elect to enter into one or more separate funding agreements with Lessee for any agreed upon Changes or other improvements necessary for the long-term operations of the Premises (“Rehab Funding Agreement”).

5.10. Reporting.

5.10.1. In addition to any reports required elsewhere in this Agreement, the Rehab Funding Agreement (if applicable), and/or any other agreement between Lessor, City and Lessee related to the Premises, Lessee must:

5.10.1.1 Submit annual reports to the City Manager’s Office, Vallejo Housing Authority, and to any other City department
indicated in written notice to Lessee, on or before August 15 of each calendar year, indicating the following information, as of June 30 of the previous year: (a) whether a unit is vacant or occupied; (b) the income level of the PSH
Residents for each unit; (c) the rental rates for each unit, including any rental subsidies; and (d) any other information reasonably required by the City to comply with Government Accounting Standards Board (GASB) reporting, Homekey
reporting, reporting required by any Funding Agreement or Regulatory Agreement or otherwise.

5.10.1.2 On a monthly basis (no later than the 15th business day of the month following each month), submit to City and Lessor a rent roll report reconciled to the rent revenue deposited into Project Operating Account. The rent roll must include PSH Resident name or indicate that the unit is vacant, unit number, amount of rent owed, amount of rent collected, date of rent received, and any delinquent rent owed or pre-paid rent, and be submitted in a format required by the City. The first such report will be due no later than the 15th business day of the month after the Effective Date.

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11 5.10.1.1. Provide any other information to confirm accuracy of rent roll and rent collected on a monthly basis;

5.10.1.2. Provide an annual report by August 15 of each calendar year with total annual revenue and expenses, including total collected rent revenue and total delinquent rent in a format acceptable to the City and Lessor; and

5.10.1.3. Provide a copy of Lessee’s annual audit and if requested by the City an external limited scope attestation engagement of Program Income and Expenses as requested, the costs of
which will be borne by the City.

5.10.2. Lessee will ensure compliance with the Homeless Management Information System (HMIS) Participation Agreement and Data Quality Standards that may be updated from time to time.

5.10.3. Assist, upon request from City or Lessor, with any reporting and compliance obligations for any applicable federal, state, and/or local funding related to the Premises.

5.11. Communication With City, Trainings and Meetings. Lessee will keep City informed of program operations on the Premises and comply with City policies, training requirements, and participation in meetings, including but not limited to:

5.11.1. Regular communication on a schedule to be determined by Lessee and City about the implementation of the PSH program at the Premises;

5.11.2. Reporting of all critical incidents in accordance with the City instructions and published City policies/procedures;

5.11.3. Attendance at all meetings as required by City or Lessor, upon ten (10) calendar days’ notice to Lessee, except in the case of an urgent matter.

In the case of an urgent matter, notice will be given as soon as possible.

This shall include, but is not limited to City Council Meetings, Housing Authority Board Meetings, Housing and Community Development Committee Meetings, and others; and

5.11.4. Attendance at all trainings, when required by City, upon ten (10) calendar days’ notice to Lessee, except in the case of an urgent matter. In the case of an urgent matter, notice will be given as soon as possible. Lessee will ensure all of Lessee’s site-based or resident-facing staff and Lessee’s subcontractors are onboarded and trained to perform the services in accordance with Housing First, Harm Reduction, and Trauma-Informed Principles.

5.12. General Maintenance and Repair Obligations. Except as specifically provided herein, and to the extent consistent with the Annual Operating Budget, and subject to any approval from the City as required hereunder, Lessee assumes full and sole responsibility for the condition, operation, repair, maintenance and management of the Premises and will keep the Premises in good condition as it is on the Effective Date (ordinary wear and tear excepted and in accordance with the standard of care described in Section 5.1 above) and in a manner otherwise reasonably acceptable to the City and Lessor. Subject to the approved Annual Operating Budget, Lessee will use all reasonable efforts to make all routine repairs and replacements, interior and exterior, foreseen and unforeseen, that are necessary to maintain the Premises at all times in a clean, safe, attractive and sanitary condition and in good order and repair for safe and sanitary residential housing in accordance with any requirements pursuant to any applicable federal, state, and local funding attached to the Premises and all applicable federal, state, and local laws, including but not limited to California Health and Safety Code 17920.10,the applicable provisions of 24 CFR Part 35 , and the applicable provisions of 24 CFR Part 982, all to the extent reasonably feasible given the financial

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12 and physical condition of the Premises as of the Effective Date. Notwithstanding the foregoing, Lessee shall have sole responsibility for funding (1) any and all repairs not reflected as the responsibility of Lessor or City and set forth as such in the Annual Operating Budget; (2) any repairs caused or exacerbated by Lessee or PSH Resident’s negligence, willful misconduct, or breach of any material term of this Agreement, beyond applicable notice and cure periods, including but not limited to the standard of care described in Section 5.1 above. In performing these functions, Lessee will:
(a) Receive and investigate all requests for maintenance and repair from PSH Residents and cause such routine repairs to be promptly and professionally completed when appropriate and warranted in accordance with the standards set forth in this Agreement.
(b) Annually develop and implement a preventive maintenance schedule taking into account the remaining anticipated life of the units in the Premises. The preventive maintenance schedule will be presented to the Lessor and City for its reasonable approval together with each year’s Annual Operating Budget. (c) Contract with qualified third-party contractors, in accordance with the Prevailing Wage Requirements and Applicable Legal Requirements, for the maintenance and repair of items that is not performed by regular maintenance employees. Lessee will consult with the Lessor and the City Manager or their designees, regarding the estimated costs and scope of work, for any expenditure anticipated to exceed $5,000 in any one instance for labor, materials, or otherwise, in connection with the routine maintenance and repair of the Premises, on which work items may be performed by Lessee’s maintenance employees and which work items should be performed by qualified third party contractors; provided, however, that any expenditure of funds for unanticipated and emergency maintenance and repairs will be governed by Section 5.14 below.
(d) Inform all PSH Residents of the procedures to obtain maintenance and repair services during and after normal office hours, and in cases of an emergency. (e) Maintain a logbook or other Lessor and City accessible tracking system containing reports of all service requests and maintenance repairs provided, copies of which will be subject to periodic inspection by the Lessor and City. (f) Purchase all materials, equipment, tools, and appliances, supplies and services necessary to ensure proper maintenance and repair of the Premises. (g) Maintain in good condition all landscaping, grounds, and common areas for the Premises.
(h) Provide pest control services within the Premises as needed and use all reasonable efforts to keep the Premises reasonably free of pests at all times, subject to the prohibition on the use of pesticides as set forth below. (i) Contract for trash collection with an entity permitted by the Lessor and City and use all reasonable efforts to (i) ensure that the Premises are reasonably free from rubbish, debris and refuse at all times, and (ii) encourage maximum waste diversion consistent with City policies.
(j) Comply with any required inspections and apply for any permits as needed in order to allow for all building systems to maintain the appropriate licenses, permits, and certifications to ensure their safe and code compliant operation.

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13 (k) Identify and submit any necessary entitlement applications to the City’s Planning Department, as approved by City, and participate in any applicable public hearings.
(l) Notify Lessor and City Manager or other designated City contact immediately in the event Lessee is given notice of violations by the Planning and Development Services (PDS) Building Division, Department of Public Health, or another City or County agency relating to the Premises.

5.13. Disaster and Emergency Response Plan. Lessee will develop and maintain a Disaster and Emergency Response Plan, subject to approval of the Lessor and City’s Risk Manager or designee, containing site-specific emergency response plan(s) for the Premises per Lessor and City requirements. The Disaster and Emergency Response Plan must address disaster coordination at the Premises. Lessee will update the Disaster and Emergency Response Plan as needed, and Lessee will train all employees regarding the provisions of the Disaster and Emergency Response Plan for the Premises.

5.14. Unanticipated and Emergency Maintenance and Repairs. Lessee will notify Lessor and City of any unanticipated and emergency maintenance or repairs within twenty-four (24) hours after discovery of the emergency. In the event of natural disaster, the notice period may be extended as needed due to affected communication capabilities. Lessee will promptly make all repairs that are immediately necessary for the preservation or protection of the Premises, to maintain occupancy of units or the safety of PSH Residents or other persons in or on the Premises, or as required by Applicable Legal Requirements (“Emergency Repairs”) without Lessor prior approval; provided, however, that in each such instance Lessee shall, before causing any such Emergency Repairs to be made, use all reasonable efforts to obtain the approval of the City Manager or designee, of such Emergency Repairs. Lessee’s reasonable costs of any such Emergency Repairs will be paid in accordance with Article 13 hereof. Lessee will consult with Lessor and City regarding any necessary temporary relocation of PSH Residents created by such unanticipated and emergency maintenance and repairs.

Notwithstanding this subsection, Lessee shall comply with subsection 5.15 for all repairs to the Premises.

5.15. Issuance of Building Permits. Lessee will have the sole responsibility for obtaining all necessary building permits and will make application for such permits directly to the City's Planning and Development Services Division or the appropriate City department.

5.16. Lead Based Paint. For any repair or maintenance work performed by Lessee or Managing Agent under this Agreement, Lessee agrees to comply with any Applicable Legal Requirements, including but not limited to California Health and Safety Code 17920.10 and 24 CFR Part 35.

5.17. Limitation of Liability.

5.17.1. Lessee, on behalf of itself and its Agents and Invitees, covenants and agrees that the neither Lessor nor City will be responsible for or liable to Lessee for, and, to the fullest extent allowed by any Applicable Legal Requirements, Lessee hereby waives all rights against the Lessor and City and releases each from, any and all claims, demands, losses, liabilities, damages, liens, injuries, penalties, fines, lawsuits and other proceedings, judgments and awards and costs and expenses, including, without limitation, reasonable attorneys’ and consultants’ fees and costs (“Losses”), whether direct or indirect, known or unknown, foreseen and unforeseen, arising from or related to the (i) the acts or omissions of Lessee, its Agents and Invitees, including any PSH Residents, or other

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14 occupants and (ii) the condition or use of the Premises.

5.17.2. Notwithstanding the forgoing, Lessor hereby acknowledges and agrees that Lessee will not be liable for any Losses arising from or related to: (i) the physical or environmental condition of the Premises existing prior to the Effective Date; or (ii) Lessor’s breach of any term of this Agreement.

5.18. Utilities. Lessee will set up and manage utility accounts and services related to the Premises, including but not limited to communications, alarms/security, fire alarm monitoring, garbage, water, and pest control. This may include elevator maintenance, as required.

5.19. Front Desk Coverage. Lessee will provide on-site staff coverage twenty-four (24) hours per day, seven (7) days per week. Lessee will implement policies and procedures, as approved by City and Lessor and in accordance with applicable Regulatory Agreements, pertaining to site security and emergency backup and will train Lessee staff accordingly.

5.20. Good Neighbor Policies. Lessee will maintain a good relationship with the neighborhood surrounding the Premises, including collaborating with neighbors and the City to ensure that neighborhood concerns about the Premises are heard and addressed; responding to neighbors within three (3) business days, if reasonable; and ensuring that a Lessee representative attends all appropriate neighborhood meetings. Lessee will provide a specific contact person and contact information therefor to receive and respond to all community concerns.

5.21. Smoking Policy. Lessee present for City review and approval a Smoking Policy that is in compliance with the City of Vallejo’s Municipal Code Section 7.68.040 Smoking restrictions in multi-unit residences. Lessee will enforce all smoking prohibitions on the Premises.

5.22. Lessee’s failure to comply with any of its obligations under this Article 5 will constitute a material breach of this Agreement, subject to applicable notice and cure periods; provided, however, the Parties agree and acknowledge that the Lessee’s failure to achieve the “Service Objectives” set forth in Section 5.7 or the “Outcome Objectives” set forth in Section 5.8 shall not constitute a breach of this Agreement so long as Lessee has made reasonable efforts, in accordance with the standard of care described in Section 5.1 above, to achieve the objectives, as described in Section 5.7 and Section 5.8 above. The Parties further agree that Lessee’s failure to achieve the Service Objectives set forth in Section 5.7 and Outcome Objectives set forth in Section 5.8 shall also not be considered a breach of the standard of care set forth in Section 5.1.

6. ACCOUNTS

6.1. Project Operating Account. Lessee will record all Project Income and Project Expenses to Project Operating Account, other than the security deposit payments to be deposited into the Security Deposit Account described below. The Project Operating Account must be reconciled monthly and submitted to the Lessor and City along with a rent roll as described in Section 5.10.12. The Project Operating Account must be held in a depository reasonably acceptable to the City and Lessor whose deposits are insured by an agency of the federal government or other comparable federally insured program.

6.2. Security Deposit Account. Lessee will deposit all security deposits collected in accordance with requirements of the PBV Requirements, PSH Lease and PSH Program Rules into a separate security deposit account for the Project established for the benefit of the Lessor, Lessee and PSH Residents (“Security Deposit Account”). Funds deposited in the Security Deposit Account may only be disbursed to pay the costs of any unpaid rent, damage, or unreasonable wear and tear caused by a PSH Resident, or to

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15 reimburse the Project Operating Account for payment of these costs; or to return to the PSH Residents upon termination of their tenancy the portion of the security deposit not used in accordance with this Section. In collecting, handling, and disbursing these funds, Lessee will comply with the requirements of the California Civil Code, Section 1950.5 and Business and Professions Code Section 10145. The Security Deposit Account must be held in a depository reasonably acceptable to the Lessor and City whose deposits are insured by an agency of the federal government or other comparable federally insured program.

6.3. Reserve Accounts. Upon written notice from Lessor or City to Lessee, Lessor or City may require Lessee to establish operating, replacement, and/or other reserve accounts for the Project (“Project Reserves”). The Project Reserves will be listed in the Annual Operating Budget submitted by Lessee and approved by Lessor and City. Unless otherwise agreed to by Lessor, City and Lessee, such reserves will be held by Lessee and will require prior City approval for use.

7. TITLE TO IMPROVEMENTS

7.1. Improvements. Except for Lessee’s Personal Property (as defined in Section 7.2), all appurtenances, fixtures, improvements, equipment, additions, and other property used in connection with, attached or affixed to, or installed in the Premises as of the Effective Date or during the Term, will be and remain Lessor/City’s property. Lessee will not remove any such property at any time during or after the Term unless Lessor and City approve.

7.2. Lessee’s Personal Property. All furniture, office equipment and articles of movable personal property installed in the Premises by or for the account of Lessee, that was not paid for by Lessor or City or by using Project Income (with the approval of the City), and that can be removed without structural or other damage to the Premises (collectively, “Lessee’s Personal Property”) will be and remain Lessee’s property.

Lessee may remove Lessee’s Personal Property at any time during the Term. Lessee will pay any taxes or other impositions levied or assessed upon Lessee’s Personal Property, at least ten (10) days prior to delinquency, and will deliver satisfactory evidence of such payment to City upon request.

8.ASSIGNMENT, SUBLEASE OR OTHER CONVEYANCE

8.1. Lessee will not sell, assign, convey, sublease, or transfer in any other mode or form all or any part of its interest in this Agreement or in the Premises or any portion thereof, or allow any person or entity to occupy or use all or any part of the Premises, other than the PSH Leases, and occupancy or other agreement for the Lessee staff unit, in the ordinary course of business, without the prior written approval of the Lessor and City in their sole and absolute discretion. Lessee’s failure to comply with its obligations under this Section will constitute a material breach of this Agreement.

9. TAXES

9.1. Lessee agrees to pay, or cause to be paid, when due to the proper authority, any and all valid taxes, assessments and similar charges on the Premises which become effective after the Effective Date, which shall constitute Project Expenses as detailed in the Annual Operating Budget, including all taxes levied or assessed on the possession, use or occupancy, as distinguished from the ownership, of the Premises. Lessee will not permit any such taxes, charges or other assessments to become a defaulted lien on the Premises; provided, however, that in the event any such tax, assessment or similar charge is payable in installments, without any fee, interest, or penalty, Lessee may make, or cause to be made, payment in installments; and, provided further, that Lessee

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16 may contest the legal validity or the amount of any tax, assessment or similar charge, through such proceedings as Lessee considers necessary or appropriate, and Lessee may defer the payment thereof so long as the validity or amount thereof will be contested by Lessee in good faith and without expense to the City. In the event of any such contest, Lessee will protect, defend and indemnify the Lessor and City against all loss, cost, expense or damage resulting there from, and should Lessee be unsuccessful in any such contest, Lessee will forthwith pay, discharge, or cause to be paid or discharged, such tax, assessment or other similar charge. The Lessor and City will furnish such information as Lessee will reasonably request in connection with any such contest provided that such information is in Lessor or City’s possession, control or is otherwise available to the public, Lessor and City hereby consent to and will reasonably cooperate with and assist Lessee in applying for and obtaining any applicable exemptions from taxes or assessments levied on the Premises or on Lessee’s interest thereon.

9.2. Lessor agrees to pay, or cause to be paid, when due to the proper authority, any and all valid taxes, assessments and similar charges on the Premises which become effective before the Effective Date or which effective after the Effective Dae remain unpaid by Lessee, including all taxes levied or assessed on the ownership, possession, use or occupancy, of the Premises. Lessor will not permit any such taxes, charges or other assessments to become a defaulted lien on the Premises; provided, however, that in the event any such tax, assessment or similar charge is payable in installments, without any fee, interest, or penalty, Lessor may make, or cause to be made, payment in installments; and, provided further, that Lessor may contest the legal validity or the amount of any tax, assessment or similar charge, through such proceedings as Lessor considers necessary or appropriate, and Lessor may defer the payment thereof so long as the validity or amount thereof will be contested by Lessor in good faith and without expense to the City. In the event of any such contest, Lessor will protect, defend and indemnify the City against all loss, cost, expense or damage resulting there from, and should Lessor be unsuccessful in any such contest, Lessor will forthwith pay, discharge, or cause to be paid or discharged, such tax, assessment or other similar charge. The City will furnish such information as Lessor will reasonably request in connection with any such contest provided that such information is in City’s possession, control or is otherwise available to the public, City hereby consents to and will reasonably cooperate with and assist Lessor in applying for and obtaining any applicable exemptions from taxes or assessments levied on the Premises or on Lessor’s interest thereon.

10. UTILITIES

10.1 Lessee will procure water service from the City and sewer service from the Vallejo Flood and Wastewater District, and electricity, telephone, natural gas, trash collection services, and any other utility service from utility companies providing such services, and will pay all deposits, connection, installation, and use charges imposed in connection with such services as Project Expenses. Except as otherwise provided in this Agreement, Lessee and City have no responsibility or liability of any kind with respect to any utilities that may be on or about the Premises. Lessee has the sole responsibility to locate any utility facilities within the Premises and protect them from damage resulting from Lessee’s use of the Premises.

11. LIENS AND ENCUMBRANCES

11.1. No Encumbrances. Notwithstanding any other provision of this Agreement and subject to the prior written consent of the Lessor and City, in their sole and absolute discretion, no mortgage, deed of trust, assignment of rents, fixture filing, security agreement, or similar security instrument, or other lien or encumbrance or assignment or pledge of an asset is permitted to be placed upon the Premises.

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17 11.2. Liens. Lessee will keep the Premises free from any liens arising out of any work performed or materials furnished by itself or its Agents. In the event that Lessee fails to cause any such lien to be released of record or bonded around within twenty (20) days following written notice from the Lessor or City of the imposition of any such lien, the Lessor and City will have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as it will deem proper, including payment of the claim giving rise to such lien. All sums paid by the Lessor or City for such purpose, and all reasonable expenses incurred by same in connection therewith, will be payable to the Lessor or City, as applicable, by Lessee on demand; provided, however, Lessee will have the right, upon posting of an adequate bond or other security, to contest any such lien, and Lessor and City will not seek to satisfy or discharge any such lien unless Lessee has failed to do so within ten (10) days after the final determination of the validity thereof. In the event of any such contest, Lessee will protect, defend, and indemnify the Lessor and City against all loss, cost, expense or damage resulting therefrom. Lessee’s failure to comply with its obligations under this Section will constitute a material breach of this Agreement.

11.3. Lessor will keep the Premises free from any liens arising out of any work performed or materials furnished by itself or its Agents. In the event that Lessor fails to cause any such lien to be released of record or bonded around within twenty (20) days following written notice from the City of the imposition of any such lien, the City will have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as it will deem proper, including payment of the claim giving rise to such lien. All sums paid by the City for such purpose, and all reasonable expenses incurred by it in connection therewith, will be payable to the City by Lessor on demand; provided, however, Lessor will have the right, upon posting of an adequate bond or other security, to contest any such lien, and City will not seek to satisfy or discharge any such lien unless Lessor has failed to do so within ten (10) days after the final determination of the validity thereof. In the event of any such contest, Lessor will protect, defend, and indemnify the City against all loss, cost, expense or damage resulting therefrom. Lessor’s failure to comply with its obligations under this Section will constitute a material breach of this Agreement.

12. DEFAULT AND REMEDIES

12.1. Application of Remedies. The provisions of this Article 12 will govern the Parties’ remedies for breach of this Agreement.

12.2. Notice and Cure Rights. No Party shall exercise their respective remedies under this Agreement for a default by one or more of the other Parties unless and until (i) the non- defaulting party has given written notice of any such default, in accordance with the notice provisions herein, to the defaulting party, and (ii) such default has not been cured within sixty (60) days, or such longer period as may be set forth herein, following the giving of such notice or, if such default cannot be cured within such 60-day period, such longer period as is reasonably necessary to cure such default, provided that such cure has been commenced within such 60-day period and is being prosecuted diligently to completion.

12.3. Default by Lessee or Firm.

12.3.1. Default by Lessee.

Subject to the notice and cure rights under Section 12.2, the following events each constitute a basis for the Lessor and/or City to take action against Lessee (each, an “Event of Default”):
(1)Lessee fails to comply with the permitted uses set forth in Article 5

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Vallejo City CouncilJune 3, 2025

Vallejo City Council
June 3, 2025